SEC Form 4 · accession 0001140361-15-001008
NRC HEALTH · NRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D. Hays
Officer — CEO · Director · 10% Owner
Period of report
Jan 5, 2015
Accepted (ET)
Jan 7, 2015 · 4:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000070487
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4 | Jan 5, 2015 | S | 700 | $35.0686 | D | 1,849,694 | D | |
| Class A Common StockF1 | holding | — | — | — | 5,791,790 | D | ||
| Class A Common StockF2 | holding | — | — | — | 283,485 | I | By Spouse | |
| Class A Common StockF3 | holding | — | — | — | 75 | I | By Spouse & Daughter Jt | |
| Class B Common Stock | holding | — | — | — | 125,125 | I | By Spouse | |
| Class B Common StockF3 | holding | — | — | — | 12 | I | By Spouse & Daughter Jt |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $13.17 | Jan 6, 2015 | A | 10,014 | A | — | Jan 6, 2025 | Class A Common Stock | 10,014 | 10,014 | D |
| Employee Stock Option (right to buy)F5 | $35.48 | Jan 6, 2015 | A | 1,669 | A | — | Jan 6, 2025 | Class B Common Stock | 1,669 | 1,669 | D |
| Employee Stock Option (right to buy)F6 | $5.12 | holding | — | — | — | — | Jan 5, 2016 | Class A Common Stock | 33,234 | 33,234 | D |
| Employee Stock Option (right to buy)F7 | $6.62 | holding | — | — | — | — | Jan 5, 2017 | Class A Common Stock | 25,068 | 25,068 | D |
| Employee Stock Option (right to buy)F8 | $7.59 | holding | — | — | — | — | Jan 4, 2018 | Class A Common Stock | 21,633 | 21,633 | D |
| Employee Stock Option (right to buy)F9 | $8.12 | holding | — | — | — | — | Jan 5, 2019 | Class A Common Stock | 20,109 | 20,109 | D |
| Employee Stock Option (right to buy)F10 | $6.29 | holding | — | — | — | — | Jan 5, 2020 | Class A Common Stock | 26,481 | 26,481 | D |
| Employee Stock Option (right to buy)F11 | $9.14 | holding | — | — | — | — | Jan 5, 2021 | Class A Common Stock | 17,745 | 17,745 | D |
| Employee Stock Option (right to buy)F12 | $10.75 | holding | — | — | — | — | Jan 5, 2022 | Class A Common Stock | 14,949 | 14,949 | D |
| Employee Stock Option (right to buy)F13 | $14.50 | holding | — | — | — | — | Jan 7, 2023 | Class A Common Stock | 10,938 | 10,938 | D |
| Employee Stock Option (right to buy)F14 | $18.80 | holding | — | — | — | — | Jan 7, 2024 | Class A Common Stock | 2,904 | 2,904 | D |
| Employee Stock Option (right to buy)F6 | $13.06 | holding | — | — | — | — | Jan 5, 2016 | Class B Common Stock | 5,539 | 5,539 | D |
| Employee Stock Option (right to buy)F7 | $15.31 | holding | — | — | — | — | Jan 5, 2017 | Class B Common Stock | 4,178 | 4,178 | D |
| Employee Stock Option (right to buy)F8 | $16.76 | holding | — | — | — | — | Jan 4, 2018 | Class B Common Stock | 3,605 | 3,605 | D |
| Employee Stock Option (right to buy)F9 | $17.57 | holding | — | — | — | — | Jan 5, 2019 | Class B Common Stock | 3,351 | 3,351 | D |
| Employee Stock Option (right to buy)F10 | $14.82 | holding | — | — | — | — | Jan 5, 2020 | Class B Common Stock | 4,413 | 4,413 | D |
| Employee Stock Option (right to buy)F11 | $19.09 | holding | — | — | — | — | Jan 5, 2021 | Class B Common Stock | 2,957 | 2,957 | D |
| Employee Stock Option (right to buy)F12 | $21.50 | holding | — | — | — | — | Jan 5, 2022 | Class B Common Stock | 2,491 | 2,491 | D |
| Employee Stock Option (right to buy)F13 | $27.13 | holding | — | — | — | — | Jan 7, 2023 | Class B Common Stock | 1,823 | 1,823 | D |
| Employee Stock Option (right to buy)F14 | $34.15 | holding | — | — | — | — | Jan 7, 2024 | Class B Common Stock | 266 | 266 | D |
Explanation of responses
- F1Does not include 467,265 shares of class A common stock currently held in certain GRAT agreements, all or a portion of which will be returned to Mr. Hays over the next two years.
- F10This option became fully exercisable on January 5, 2015.
- F11This option becomes fully exercisable on January 5, 2016.
- F12This option becomes fully exercisable on January 5, 2017.
- F13This option becomes fully exercisable on January 7, 2018.
- F14This option becomes fully exercisable on January 7, 2019.
- F2Does not include 467,265 shares of class A common stock currently held in certain GRAT agreements, all or a portion of which will be returned to Mr. Hays' spouse over the next two years.
- F3The reporting person disclaims beneficial ownership of these shares.
- F4The price in Column 4 is a weighted average price. The prices actually received ranged from $35.00 to $35.48. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.
- F5This option becomes fully exercisable on January 6, 2020.
- F6This option became fully exercisable on January 5, 2011.
- F7This option became fully exercisable on January 5, 2012.
- F8This option became fully exercisable on January 4, 2013.
- F9This option became fully exercisable on January 5, 2014.