SEC Form 4 · accession 0001209191-15-032552
AVIV REIT, INC. · AVIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Leticia Chavez
Officer — EVP, Administration
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 9:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499686
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2015 | D | 36,101 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Apr 1, 2015 | D | 1,358 | D | — | — | Common Stock | 1,358 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Apr 1, 2015 | D | 2,125 | D | — | — | Common Stock | 2,125 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $16.5645 | Apr 1, 2015 | D | 265,627 | D | — | — | Common Stock | 265,627 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $17.9548 | Apr 1, 2015 | D | 5,916 | D | — | — | Common Stock | 5,916 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $18.6222 | Apr 1, 2015 | D | 5,794 | D | — | — | Common Stock | 5,794 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $18.8658 | Apr 1, 2015 | D | 14,307 | D | — | — | Common Stock | 14,307 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $18.8658 | Apr 1, 2015 | D | 91,641 | D | — | — | Common Stock | 91,641 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $18.6543 | Apr 1, 2015 | D | 28,434 | D | — | — | Common Stock | 28,434 | 0 | D |
| Employee Stock OptionF5,F6,F7 | $18.6505 | Apr 1, 2015 | D | 24,087 | D | — | — | Common Stock | 24,087 | 0 | D |
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger, dated October 30, 2014, among Omega Healthcare Investors, Inc. ("Omega"), OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. (the "Issuer") and Aviv Healthcare Properties Limited Partnership (the "Merger Agreement"), each outstanding share of the Issuer's common stock was exchanged for the right to receive nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement (such ratio, the "Exchange Ratio"), on April 1, 2015 (the "Closing Date"). The last reported sale price of shares of Omega common stock on the Closing Date was $40.74 per share.
- F2Each RSU represents a contingent right to receive one share of common stock of the Issuer.
- F3The RSUs originally were to vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the Closing Date, the RSUs were 100% vested and cancelled and were payable for a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock.
- F4The RSUs originally were to vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the Closing Date, the RSUs were 100% vested and cancelled and were payable for a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock.
- F5Pursuant to the Merger Agreement, as of the effective time of the Merger, the stock options ceased to be exercisable for shares of Issuer common stock but instead are exercisable for a number of shares of Omega common stock equal to nine-tenths of a share of Omega common stock, subject to certain adjustments as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such stock options related immediately prior to the effective time of the Merger.
- F6The stock options vested in full upon the initial public offering of Aviv REIT, Inc. on March 26, 2013.
- F7N/A