Statement of Changes in Beneficial Ownership (4)
August 04 2014 - 2:26PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Sallerson Jayne E
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2. Issuer Name
and
Ticker or Trading Symbol
EMERITUS CORPWA
[
ESC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP Sales & Marketing
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(Last)
(First)
(Middle)
C/O EMERITUS CORPORATION, 3131 ELLIOTT AVE., STE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2014
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(Street)
SEATTLE, WA 98121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/31/2014
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D
(1)
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71462
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$18.03
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7/31/2014
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D/K
(2)
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10000
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11/30/2011
(3)
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11/30/2020
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Common Stock
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10000
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the agreement and plan of merger dated as of February 20, 2014 ("Merger Agreement"), by and among the issuer, Brookdale Senior Living Inc. ("Brookdale") and Broadway Merger Sub Corporation, a wholly owned subsidiary of Brookdale, pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive 0.95 of a share of Brookdale common stock (net of any required withholding taxes with respect to restricted stock holdings). Any resulting fractional share was converted into the right to receive an amount of cash equal to (x) such fraction multiplied by (y) the product of (i) $35.5265, the value of Brookdale common stock at its volume-weighted average price over the 10 trading days immediately preceding the completion of the merger, and (ii) 0.95. Amount includes 71,462 shares of restricted stock whose acquisition was previously reported in Table I that became fully vested immediately prior to the effective time of the merger.
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(
2)
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Disposed of pursuant to the Merger Agreement, pursuant to which each stock option to acquire the issuer's common stock (whether vested or unvested) was cancelled in exchange for a number of shares of Brookdale common stock (rounded down to the nearest whole share and net of any required withholding taxes) equal to (x) the number of shares of issuer common stock subject to the stock option multiplied by (y) the excess of $33.75 (the implied dollar value of the per share consideration) over the exercise price of the stock option, which amount was then divided by $35.5265 (the volume-weighted average price of Brookdale common stock over the 10 trading days immediately preceding the completion of the merger). The "implied dollar value" of the per share consideration received in the merger was determined by multiplying (i) the value of Brookdale common stock at its volume-weighted average price over the 10 trading days immediately preceding the completion of the merger, by (ii) 0.95.
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(
3)
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Date at which first vesting occurs is indicated. 1/4 of the total shares originally subject to the option become exercisable at the first vesting date and an additional 1/4 become exercisable on each of the next three anniversaries thereafter, but became fully vested in connection with the merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sallerson Jayne E
C/O EMERITUS CORPORATION
3131 ELLIOTT AVE., STE 500
SEATTLE, WA 98121
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EVP Sales & Marketing
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Signatures
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/s/ Lisa M. Loran, Attorney-in-Fact
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8/4/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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