SEC Form 4 · accession 0001140361-18-003552

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 25, 2018

Accepted (ET)

Jan 29, 2018 · 4:11 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 Stock	Jan 25, 2018	G	281,806	$0.00	D	1,602,399	D
Class B Common Stock	Jan 25, 2018	S	1,602,399	$39.03	D	0	D
Class A Common Stock	holding	—	—		—	5,261,410	D
Class A Common Stock	holding	—	—		—	138,970	I	By Spouse
Class A Common Stock^F2	holding	—	—		—	75	I	By Spouse & Daughter Jt
Class B Common Stock	holding	—	—		—	125	I	By Spouse
Class B Common Stock^F2	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)^F3	$8.12	holding	—	—	—	—	Jan 5, 2019	Class A Common Stock	20,109	20,109	D
Employee Stock Option (right to buy)^F4	$6.29	holding	—	—	—	—	Jan 5, 2020	Class A Common Stock	26,481	26,481	D
Employee Stock Option (right to buy)^F5	$9.14	holding	—	—	—	—	Jan 5, 2021	Class A Common Stock	17,745	17,745	D
Employee Stock Option (right to buy)^F6	$10.75	holding	—	—	—	—	Jan 5, 2022	Class A Common Stock	14,949	14,949	D
Employee Stock Option (right to buy)^F7	$14.50	holding	—	—	—	—	Jan 7, 2023	Class A Common Stock	10,938	10,938	D
Employee Stock Option (right to buy)^F8	$18.80	holding	—	—	—	—	Jan 7, 2024	Class A Common Stock	2,904	2,904	D
Employee Stock Option (right to buy)^F9	$13.17	holding	—	—	—	—	Jan 6, 2025	Class A Common Stock	10,014	10,014	D
Employee Stock Option (right to buy)^F10	$15.23	holding	—	—	—	—	Jan 5, 2026	Class A Common Stock	9,145	9,145	D
Employee Stock Option (right to buy)^F11	$18.80	holding	—	—	—	—	Jan 4, 2027	Class A Common Stock	7,478	7,478	D
Employee Stock Option (right to buy)^F12	$36.80	holding	—	—	—	—	Jan 3, 2028	Class A Common Stock	5,193	5,193	D
Employee Stock Option (right to buy)^F6	$21.50	holding	—	—	—	—	Jan 5, 2022	Class B Common Stock	2,491	2,491	D
Employee Stock Option (right to buy)^F7	$27.13	holding	—	—	—	—	Jan 7, 2023	Class B Common Stock	1,823	1,823	D
Employee Stock Option (right to buy)^F8	$34.15	holding	—	—	—	—	Jan 7, 2024	Class B Common Stock	266	266	D
Employee Stock Option (right to buy)^F9	$35.48	holding	—	—	—	—	Jan 6, 2025	Class B Common Stock	1,669	1,669	D
Employee Stock Option (right to buy)^F10	$34.00	holding	—	—	—	—	Jan 5, 2026	Class B Common Stock	1,524	1,524	D
Employee Stock Option (right to buy)^F11	$40.54	holding	—	—	—	—	Jan 4, 2027	Class B Common Stock	1,246	1,246	D

Explanation of responses

F1Shares were sold to the Amandla MK Trust in return for a promissory note.
F10This option becomes fully exercisable on January 5, 2021.
F11This option becomes fully exercisable on January 4, 2022.
F12This option becomes fully exercisable on January 3, 2023.
F2The reporting person disclaims beneficial ownership of these shares.
F3This option became fully exercisable on January 5, 2014.
F4This option became fully exercisable on January 5, 2015.
F5This option became fully exercisable on January 5, 2016.
F6This option became fully exercisable on January 5, 2017.
F7This option became fully exercisable on January 7, 2018.
F8This option becomes fully exercisable on January 7, 2019.
F9This option becomes fully exercisable on January 6, 2020.