SEC Form 4 · accession 0001104659-17-052858

Care Capital Properties, Inc. · CCP

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

Reporting owner

Lori Wittman

Officer — EVP and CFO

Period of report

Aug 17, 2017

Accepted (ET)

Aug 21, 2017 · 12:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001639947

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Aug 17, 2017	A	14,768	—	A	93,521	D
Common Stock^F2	Aug 17, 2017	D	93,521	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F6,F3	$27.07	Aug 17, 2017	D	1,620	D	—	Mar 9, 2022	Common Stock	1,620	D
Stock Option (Right to Buy)^F6,F3	$34.37	Aug 17, 2017	D	8,577	D	—	Mar 8, 2023	Common Stock	8,577	D
Stock Option (Right to Buy)^F6,F3	$29.57	Aug 17, 2017	D	25,611	D	—	Mar 7, 2024	Common Stock	25,611	D
Stock Option (Right to Buy)^F6,F4	$34.16	Aug 17, 2017	D	28,441	D	—	Mar 6, 2025	Common Stock	28,441	D
Stock Option (Right to Buy)^F6,F5	$29.94	Aug 17, 2017	D	57,851	D	—	Jan 27, 2026	Common Stock	57,851	D

Explanation of responses

F1Pursuant to an Agreement and Plan of Merger, dated May 7, 2017 (the "Merger Agreement"), by and among Sabra Health Care REIT, Inc., a Maryland corporation ("Sabra"), Sabra Health Care Limited Partnership, a Delaware limited partnership, PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Sabra ("Merger Sub"), Care Capital Properties, Inc., a Delaware corporation (the "Issuer"), and Care Capital Properties, LP, a Delaware limited partnership, the outstanding performance-based restricted stock units held by the Reporting Person immediately prior to the effective time of the merger (the "Merger") of Issuer with and into Merger Sub vested in full and were converted into an aggregate 14,768 shares of Issuer common stock.
F2Pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock was exchanged on August 17, 2017 for the right to receive 1.123 newly issued shares of Sabra's common stock (the "Merger Consideration"), subject to certain adjustments as set forth in the Merger Agreement. The closing price of shares of Sabra's common stock on August 16, 2017 was $21.72 per share.
F3Fully vested.
F4A portion of these options were scheduled to vest on March 6, 2018.
F5These options were granted on January 27, 2016 and were scheduled to vest in three equal installments beginning on the first anniversary of the date of the grant.
F6Pursuant to the Merger Agreement, each stock option, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger vested in full (if not already vested), was assumed by Sabra and was converted into a stock option award to purchase a number of shares of Sabra common stock, at an exercise price per share of Sabra common stock under such option, based on the exchange ratio provided in the Merger Agreement, and will remain exercisable in accordance with the terms and conditions applicable to the original stock option.