SEC Form 4 · accession 0001209191-16-108700
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 11, 2016
Accepted (ET)
Mar 15, 2016 · 8:10 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 Stock | Mar 11, 2016 | A | 25,000 | $0.00 | A | 196,464 | D | |
| Common StockF1 | Mar 12, 2016 | M | 808 | $0.00 | A | 197,272 | D | |
| Common StockF2 | Mar 12, 2016 | M | 402 | $0.00 | A | 197,674 | D | |
| Common Stock | Mar 12, 2016 | F | 2,389 | $0.00 | D | 195,285 | D | |
| Common Stock | Mar 12, 2016 | F | 2,500 | $0.00 | D | 192,785 | D | |
| Common StockF5 | Mar 12, 2016 | M | 10,585 | $0.00 | A | 203,370 | D | |
| Common Stock | Mar 12, 2016 | F | 2,895 | $0.00 | D | 200,475 | 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 2013 Restricted SharesF1,F7 | — | Mar 12, 2016 | M | 808 | D | — | — | Common Stock | 808 | 0 | D |
| Dividend Equivalent Rights on 2014 Restricted SharesF2,F8 | — | Mar 12, 2016 | M | 402 | D | — | — | Common Stock | 402 | 404 | D |
| 2014 Restricted Stock UnitsF13,F10,F11,F12 | — | Mar 12, 2016 | M | 10,585 | D | — | — | Common Stock | 10,585 | 0 | D |
| 2016 Restricted Stock UnitsF15,F16 | — | Mar 11, 2016 | A | 6,167 | A | — | — | Common Stock | 6,167 | 6,167 | D |
| Dividend Equivalent Rights on 2015 Restricted SharesF9 | — | holding | — | — | — | — | — | Common Stock | 344 | 344 | D |
| 2015 Restricted Stock UnitsF10,F14 | — | holding | — | — | — | — | — | Common Stock | 15,347 | 15,347 | D |
| Stock Options (right to buy)F17 | $5.60 | holding | — | — | — | Nov 10, 2011 | Nov 10, 2021 | Common Stock | 50,000 | 50,000 | D |
| Stock Settled Stock Appreciation RightF17 | $6.21 | holding | — | — | — | Apr 5, 2010 | Apr 5, 2020 | Common Stock | 35,000 | 35,000 | D |
| Stock Settled Stock Appreciation RightF17 | $5.45 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2020 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Represents vesting of Dividend Equivalent Rights on 2013 Restricted Stock.
- F10Each Restricted Stock Unit is equal to one share.
- F11The 2014 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/12/2014).
- F12Mr. Gill's holdings of 2014 Restricted Stock Units were inadvertently overstated in prior Form 4 filings by 20 shares.
- F13Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 12, 2016, 10,585 of the reporting person's Restricted Stock Units were settled for an equal number of shares of common stock.
- F14The 2015 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/10/2015).
- F15Mr. Gill elected to receive $46,500 of his cash bonus for 2015 in Restricted Stock Units under the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share.
- F16The 2016 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2016).
- F17Vests 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 2014 Restricted Stock.
- F3This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2014 Restricted Stock.
- F4This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2013 Restricted Stock.
- F5Represents vesting of 2014 Restricted Stock Units.
- F6This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2014 Restricted Stock Units.
- F7These dividend equivalent rights accrued on shares of restricted stock granted on March 12, 2013 and will vest as the underlying shares vest.
- F8These dividend equivalent rights accrued on shares of restricted stock granted on March 12, 2014 and will vest as the underlying shares vest.
- F9These dividend equivalent rights accrued on shares of restricted stock granted on March 10, 2015 and will vest as the underlying shares vest.