SEC Form 4 · accession 0001209191-15-026582
Diversicare Healthcare Services, Inc. · DVCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly J. Gill
Officer — CEO & President · Director
Period of report
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000919956
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 12, 2015 | M | 981 | $0.00 | A | 168,876 | D | |
| Common StockF2 | Mar 12, 2015 | M | 621 | $0.00 | A | 169,497 | D | |
| Common Stock | Mar 12, 2015 | F | 2,547 | $0.00 | D | 166,950 | D | |
| Common Stock | Mar 12, 2015 | F | 2,448 | $0.00 | D | 164,502 | D | |
| Common StockF5 | Mar 12, 2015 | M | 227 | $0.00 | A | 164,729 | D | |
| Common Stock | Mar 12, 2015 | F | 2,341 | $0.00 | D | 162,388 | D | |
| Common Stock | Mar 12, 2015 | M | 14,184 | $0.00 | A | 176,572 | D | |
| Common Stock | Mar 12, 2015 | F | 3,879 | $0.00 | D | 172,693 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent Rights on 2012 Restricted SharesF1,F8 | — | Mar 12, 2015 | M | 981 | D | — | — | Common Stock | 981 | 0 | D |
| Dividend Equivalent Rights on 2013 Restricted SharesF2,F9 | — | Mar 12, 2015 | M | 621 | D | — | — | Common Stock | 621 | 623 | D |
| Dividend Equivalent Rights on 2014 Restricted SharesF5,F10 | — | Mar 12, 2015 | M | 227 | D | — | — | Common Stock | 227 | 454 | D |
| 2013 Restricted Stock UnitsF13,F14,F11,F12 | — | Mar 12, 2015 | M | 14,184 | D | — | — | Common Stock | 14,184 | 0 | D |
| 2014 Restricted Stock UnitsF11,F15 | — | holding | — | — | — | — | — | Common Stock | 10,371 | 10,371 | D |
| 2015 Restricted Stock UnitsF16,F17 | — | holding | — | — | — | — | — | Common Stock | 15,057 | 15,057 | D |
| Stock Options (right to buy)F18 | $5.60 | holding | — | — | — | Nov 10, 2011 | Nov 10, 2021 | Common Stock | 50,000 | 50,000 | D |
| Stock Settled Stock Appreciation RightF18 | $6.21 | holding | — | — | — | Apr 5, 2011 | Apr 5, 2020 | Common Stock | 35,000 | 35,000 | D |
| Stock Settled Stock Appreciation RightF18 | $5.45 | holding | — | — | — | Jun 18, 2011 | Jun 18, 2020 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Represents vesting of Dividend Equivalent Rights on 2012 Restricted Stock.
- F10These dividend equivalent rights accrued on shares of restricted stock granted on March 12, 2014 and will vest as the underlying shares vest.
- F11Each Restricted Stock Unit is equal to one share.
- F12The 2013 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/12/2013).
- F13Represents vesting of Dividend Equivalent Rights on 2013 Restricted Stock Units.
- F14Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 12, 2015, 14,183.98 of the reporting person's Restricted Stock Units were settled for an equal number of shares of common stock.
- F15The 2014 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/12/2014).
- F16Mr. Gill elected to receive $157,500 of his cash bonus for 2014 in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share.
- F17The 2015 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/10/2015).
- F18Vests 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant.
- F2Represents vesting of Dividend Equivalent Rights on 2013 Restricted Stock.
- F3This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2013 Restricted Stock.
- F4This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2013 Arkansas Restricted Stock.
- F5Represents vesting of Dividend Equivalent Rights on 2014 Restricted Stock.
- F6This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2014 Restricted Stock.
- F7This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2013 Restricted Stock Units.
- F8These dividend equivalent rights accrued on units of restricted stock units granted on March 12, 2012 and will vest as the underlying units vest.
- F9These dividend equivalent rights accrued on shares of restricted stock granted on March 12, 2013 and will vest as the underlying shares vest.