Current Report Filing (8-k)
October 05 2022 - 4:16PM
Edgar (US Regulatory)
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2022-10-05
2022-10-05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: October 5, 2022
(Date of earliest event reported)
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in
its charter)
Maryland |
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1-11314 |
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71-0720518 |
(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No) |
2829 Townsgate Road, Suite 350
Westlake
Village, CA 91361
(Address of principal executive offices)
(805)
981-8655
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common stock, $.01 par value |
LTC |
New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. — Other Events
Wendy L. Simpson, Chairman and Chief Executive
Officer of LTC Properties, Inc. (the “Company”), previously entered into a pre-arranged trading plan (“the 10b5-1
Plan”) pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 and the Company’s policies with respect to insider
transactions.
Rule 10b5-1 provides that executives and
other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written plans that are entered into
in good faith at a time when the plan participants are not aware of material non-public information and that otherwise comply with the
requirements of Rule 10b5-1.
Under the 10b5-1 Plan, a broker-dealer is authorized
to sell up to 83,672 shares of common stock of the Company owned by Ms. Simpson over a period from October 7, 2022 through November 1,
2022 or until all such shares are sold, unless the Plan is terminated earlier pursuant to its terms. If all shares covered by the 10b5-1
Plan are sold, Ms. Simpson’s ownership of common stock of the Company will still substantially exceed the level required under
the Company’s stock ownership guidelines.
The purpose of the 10b5-1 Plan is to provide liquidity
and investment diversification. In accordance with Rule 10b5-1, Ms. Simpson will have no discretion over the sales of her shares
of common stock under the 10b5-1 Plan. Any sales under the 10b5-1 Plan will be disclosed publicly through appropriate filings with the
Securities and Exchange Commission.
Except as may be required by law, the Company
does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modifications
or termination of any publicly announced trading plan.
SIGNATURE
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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LTC PROPERTIES, INC. |
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Dated: October 5, 2022 |
By: |
/s/
Pamela Kessler |
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Pamela Kessler |
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Co-President, Chief Financial Officer and Secretary |
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