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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 04/01/2015 | D | 6,109 | (3) | (3) | Common Stock | 6,109 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (2) | 04/01/2015 | D | 9,567 | (4) | (4) | Common Stock | 9,567 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 16.5645 (5) | 04/01/2015 | D | 1,660,234 | (6) | (7) | Common Stock | 1,660,234 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 17.9548 (5) | 04/01/2015 | D | 36,885 | (6) | (7) | Common Stock | 36,885 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 18.6222 (5) | 04/01/2015 | D | 35,316 | (6) | (7) | Common Stock | 35,316 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 18.8658 (5) | 04/01/2015 | D | 89,467 | (6) | (7) | Common Stock | 89,467 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 18.8658 (5) | 04/01/2015 | D | 608,166 | (6) | (7) | Common Stock | 608,166 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 18.6543 (5) | 04/01/2015 | D | 179,661 | (6) | (7) | Common Stock | 179,661 | $ 0 | 0 | D | ||||
| Employee Stock Option | $ 18.6505 (5) | 04/01/2015 | D | 151,225 | (6) | (7) | Common Stock | 151,225 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bernfield Craig M C/O AVIV REIT, INC., 303 W. MADISON, SUITE 2400 CHICAGO, IL 60606 |
X | X | Chief Executive Officer | |
| /s/ Samuel H. Kovitz, as attorney in fact | 04/03/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to an Agreement and Plan of Merger, dated October 30, 2014, among Omega Healthcare Investors, Inc. ("Omega"), OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. (the "Issuer") and Aviv Healthcare Properties Limited Partnership (the "Merger Agreement"), each outstanding share of the Issuer's common stock was exchanged for the right to receive nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement (such ratio, the "Exchange Ratio"), on April 1, 2015 (the "Closing Date"). The last reported sale price of shares of Omega common stock on the Closing Date was $40.74 per share. |
| (2) | Each Restricted Stock Unit represents a contingent right to receive one share of common stock of the Issuer. |
| (3) | The RSUs vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date. |
| (4) | The RSUs vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date. |
| (5) | Pursuant to the Merger Agreement, as of the effective time of the Merger, the stock options ceased to be exercisable for shares of Issuer common stock but instead are exercisable for a number of shares of Omega common stock equal to nine-tenths of a share of Omega common stock, subject to certain adjustments as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such stock options related immediately prior to the effective time of the Merger. |
| (6) | The stock options vested in full upon the initial public offering of Aviv REIT, Inc. on March 26, 2013. |
| (7) | N/A |