SEC Form 4 · accession 0001209191-15-057533
New Senior Investment Group Inc. · SNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley R Edens
Director
Period of report
Jun 29, 2015
Accepted (ET)
Jun 30, 2015 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001610114
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Jun 29, 2015 | A | 72,727 | $13.75 | A | 72,727 | I | WRE 2012 Trust LLC |
| Common Stock, par value $0.01 per shareF2 | holding | — | — | — | 172,848 | I | See Footnote | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 487,281 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F3 | $13.75 | Jun 29, 2015 | A | 2,011,409 | A | — | Jun 29, 2025 | Common Stock, par value $0.01 per share | 2,011,409 | 2,011,409 | I |
Explanation of responses
- F1On June 29, 2015, WRE 2012 Trust LLC purchased 72,727 shares of the issuer's common stock directly from the issuer in connection with a public offering of common stock by the issuer.
- F2These securities are held by Fortress Operating Entity I LP ("FOE I"). Wesley R. Edens does not personally own these securities. However, by virtue of his relationship to FOE I as described below, Mr. Edens may be deemed to be a beneficial owner of these securities. Mr. Edens disclaims such beneficial ownership except to the extent of his pecuniary interest in these securities. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of Fortress Investment Group LLC. Mr. Edens is a principal and co-chairman of the board of directors of, and a shareholder in, Fortress Investment Group LLC.
- F3Options were fully vested on date of initial grant from the issuer to FOE I and become exercisable in thirty equal monthly installments beginning on the first of each month following the month in which the options were granted.