SEC Form 4 · accession 0001140361-15-008976
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
Feb 23, 2015
Accepted (ET)
Feb 25, 2015 · 5:45 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 A Common StockF1,F2 | Feb 23, 2015 | S | 48,892 | $14.0004 | D | 5,736,077 | D | |
| Class A Common StockF3,F2 | Feb 24, 2015 | S | 11,561 | $14.0001 | D | 5,724,516 | D | |
| Class A Common StockF2 | Feb 25, 2015 | S | 1,195 | $14.00 | D | 5,723,321 | D | |
| Class A Common StockF4 | holding | — | — | — | 283,485 | I | By Spouse | |
| Class A Common StockF5 | holding | — | — | — | 75 | I | By Spouse & Daughter Jt | |
| Class B Common Stock | holding | — | — | — | 1,848,288 | D | ||
| Class B Common Stock | holding | — | — | — | 125,125 | I | By Spouse | |
| Class B Common StockF5 | 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)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)F15 | $13.17 | holding | — | — | — | — | Jan 6, 2025 | Class A Common Stock | 10,014 | 10,014 | 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 |
| Employee Stock Option (right to buy)F15 | $35.48 | holding | — | — | — | — | Jan 6, 2025 | Class B Common Stock | 1,669 | 1,669 | D |
Explanation of responses
- F1The price in Column 4 is a weighted average price. The prices actually received ranged from $14.00 to $14.03. 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.
- 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.
- F15This option becomes fully exercisable on January 6, 2020.
- 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 over the next two years.
- F3The price in Column 4 is a weighted average price. The prices actually received ranged from $14.00 to $15.06. 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.
- F4Does 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.
- F5The reporting person disclaims beneficial ownership of these shares.
- 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.