SEC Form 4 · accession 0001209191-17-020650
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 10, 2017
Accepted (ET)
Mar 14, 2017 · 7:35 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 10, 2017 | M | 15,718 | $0.00 | A | 215,404 | D | |
| Common StockF2 | Mar 10, 2017 | F | 4,284 | $10.53 | D | 211,120 | D | |
| Common StockF3 | Mar 10, 2017 | M | 375 | $0.00 | A | 211,495 | D | |
| Common StockF4 | Mar 10, 2017 | F | 2,381 | $10.53 | D | 209,114 | D | |
| Common StockF5 | Mar 11, 2017 | M | 201 | $0.00 | A | 209,315 | D | |
| Common StockF6 | Mar 11, 2017 | F | 2,334 | $10.53 | D | 206,981 | D | |
| Common StockF7 | Mar 12, 2017 | M | 615 | $0.00 | A | 207,596 | D | |
| Common StockF8 | Mar 12, 2017 | F | 2,447 | $10.53 | D | 205,149 | D | |
| Common Stock | Mar 13, 2017 | A | 25,000 | $0.00 | A | 230,149 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Restricted Stock UnitsF11,F9,F10 | — | Mar 10, 2017 | M | 15,718 | D | — | — | Common Stock | 15,718 | 0 | D |
| Dividend Equivalent Rights on 2015 Restricted SharesF3,F12 | — | Mar 10, 2017 | M | 375 | D | — | — | Common Stock | 375 | 379 | D |
| Dividend Equivalent Rights on 2016 Restricted SharesF5,F13 | — | Mar 11, 2017 | M | 201 | D | — | — | Common Stock | 201 | 401 | D |
| Dividend Equivalent Rights on 2014 Restricted SharesF7,F14 | — | Mar 12, 2017 | M | 615 | D | — | — | Common Stock | 615 | 0 | D |
| 2017 Restricted Stock UnitsF15,F16 | — | Mar 13, 2017 | A | 10,719 | A | — | — | Common Stock | 10,719 | 10,719 | D |
| 2016 Restricted Stock UnitsF9,F17 | — | holding | — | — | — | — | — | Common Stock | 6,316 | 6,316 | 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, 2010 | Apr 5, 2020 | Common Stock | 35,000 | 35,000 | D |
| Stock Settled Stock Appreciation RightF18 | $5.45 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2020 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Represents vesting of 2015 Restricted Stock Units.
- F10The 2015 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/10/2015).
- F11Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 10,2017 15,717.74 of the reporting person's Restricted Stock Units were settled for 15,718 shares of common stock.
- F12These dividend equivalent rights accrued on shares of restricted stock granted on March 10, 2015 and will vest as the underlying shares vest.
- F13These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2016 and will vest as the underlying shares vest.
- F14These dividend equivalent rights accrued on shares of restricted stock granted on March 12, 2014 and will vest as the underlying shares vest.
- F15Mr. Gill elected to receive $90,900 of his cash bonus for 2016 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.
- F16These Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of the original Grant Date (03/13/2017).
- F17The 2016 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2016).
- 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.
- F2This transaction represents shares withheld by the Company to cover the tax withholding on Mr. Gill's settlement of 2015 Restricted Stock Units.
- F3Represents vesting of Dividend Equivalent Rights on 2015 Restricted Stock.
- F4This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2015 Restricted Stock.
- F5Represents vesting of Dividend Equivalent Rights on 2016 Restricted Stock.
- F6This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2016 Restricted Stock.
- F7Represents vesting of Dividend Equivalent Rights on 2014 Restricted Stock.
- F8This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2014 Restricted Stock.
- F9Each Restricted Stock Unit is equal to one share.