SEC Form 4 · accession 0001144204-15-003123

AMERICAN REALTY CAPITAL HEALTHCARE TRUST INC · HCT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nicholas S Schorsch

Director

Period of report

Jan 16, 2015

Accepted (ET)

Jan 21, 2015 · 8:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001499875

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2,F1	Jan 16, 2015	D	52,712	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Operating Partnership Units^F4,F6	$0.00	Jan 16, 2015	J	128	D	—	—	Common Stock	128	D
Operating Partnership Units^F4,F6	$0.00	Jan 16, 2015	J	52,968	D	—	—	Common Stock	52,968	D
Operating Partnership Units^F4,F6	$0.00	Jan 16, 2015	J	864,673	D	—	—	Common Stock	864,673	D
Operating Partnership Units^F5	$0.00	Jan 16, 2015	J	2,540,829	D	—	—	Common Stock	2,540,829	D
LTIP Units^F4	$0.00	Jan 16, 2015	J	9,219,108	D	—	—	Common Stock	9,219,108	I

Explanation of responses

F1Disposed of 52,712 shares of common stock of American Realty Capital Healthcare Trust, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2014, by and among the Issuer, Ventas, Inc. ("Ventas"), Stripe Sub, LLC, Stripe OP, LP and American Realty Capital Healthcare Trust Operating Partnership, L.P. (the "HCT Operating Partnership"). On Jan. 16, 2015 (the "Closing Date") pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock was exchanged for 0.1688 shares (the "Exchange Ratio") of Ventas's common stock. At the close of business on Jan. 16, 2015, the Closing Date, the closing price of Ventas's common stock was $78.00 per share. Cash was paid in lieu of fractional shares.
F2Includes 12,712 shares previously reported as held by American Realty Capital Healthcare Special Limited Partnership, LLC (the "HCT SLP"), which is 100% owned by American Realty Capital V, LLC ("ARC V"). The reporting person controls ARC V. Shares held by the HCT SLP were distributed to ARC V and subsequently distributed pro rata to the ultimate owners of ARC V.
F3On the Closing Date, each operating partnership unit (an "OP Unit") of the HCT Operating Partnership issued and outstanding immediately prior to merger was converted into a number of a newly created class of OP Units in HCT Operating Partnership equal to the Exchange Ratio. Subject to the terms of the limited partnership agreement of the HCT Operating Partnership, each OP Unit will be entitled to distributions payable in respect of one share of Ventas common stock and will be redeemable for one share of Ventas common stock, or, at the election of Ventas, an equivalent amount in cash.
F4Terms of the OP Units or LTIP Units, as applicable, were described on the reporting person's Form 4 filed on April 9, 2014.
F5Upon closing of the merger, the HCT Operating Partnership issued 5,613,374 OP Units to HCT SLP, of which 2,540,829 are attributable to the reporting person. The OP Units were then converted in the merger, as described in Footnote 3 above.
F6OP Units previously reported as held by American Realty Capital Healthcare Advisors, LLC (the "HCT Advisor"), which is 100% owned by ARC V. The reporting person controls ARC V. Shares held by the HCT Advisor were distributed to ARC V and subsequently distributed pro rata to the ultimate owners of ARC V.
F7Upon closing of the merger, the LTIP Units were forfeited.