SEC Form 4 · accession 0001209191-18-019951
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 13, 2018
Accepted (ET)
Mar 15, 2018 · 6:31 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 13, 2018 | M | 180 | $0.00 | A | 231,873 | D | |
| Common StockF2 | Mar 13, 2018 | F | 2,072 | $8.14 | D | 229,801 | D | |
| Common Stock | Mar 13, 2018 | A | 25,000 | $0.00 | A | 254,801 | 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 2017 Restricted SharesF1,F3 | — | Mar 13, 2018 | M | 180 | D | — | — | Common Stock | 180 | 360 | D |
| 2018 Restricted Stock UnitsF4,F5 | — | Mar 13, 2018 | A | 2,977 | A | — | — | Common Stock | 2,977 | 2,977 | D |
| Dividend Equivalent Rights on 2016 Restricted SharesF6 | — | holding | — | — | — | — | — | Common Stock | 386 | 386 | D |
| 2017 Restricted Stock UnitsF7,F8 | — | holding | — | — | — | — | — | Common Stock | 10,951 | 10,951 | D |
| Stock Options (right to buy)F9 | $5.60 | holding | — | — | — | Nov 10, 2011 | Nov 10, 2021 | Common Stock | 50,000 | 50,000 | D |
| Stock Settled Stock Appreciation RightF9 | $6.21 | holding | — | — | — | Apr 5, 2010 | Apr 5, 2020 | Common Stock | 35,000 | 35,000 | D |
| Stock Settled Stock Appreciation RightF9 | $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 2017 Restricted Stock.
- F2This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2017 Restricted Stock.
- F3These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2017 and will vest as the underlying shares vest.
- F4Mr. Gill elected to receive $20,604 of his cash bonus for 2017 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.
- F5The 2018 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/13/2018).
- F6These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2016 and will vest as the underlying shares vest.
- F7Each Restricted Stock Unit is equal to one share. These are dividend equivalent rights accruing on restricted stock units.
- F8The 2017 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of the original Grant Date (03/13/2017).
- F9Vests 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.
Remarks
Exhibit List Exhibit 24 - Power of Attorney