SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MACEDONIA RICHARD W

(Last)

(First)

(Middle)

C/O EMERITUS CORPORATION

3131 ELLIOTT AVE., STE 500

(Street)

SEATTLE

98121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMERITUS CORP\WA\ [ ESC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2014		D⁽¹⁾		3,541	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonemployee Director Stock Option (Right to Buy)	$8.03	07/31/2014		D⁽²⁾			2,500	11/13/2008	11/13/2018	Common Stock	2,500	⁽²⁾	0	D
Nonemployee Director Stock Option (Right to Buy)	$16.01	07/31/2014		D⁽²⁾			7,500	⁽³⁾	05/09/2022	Common Stock	7,500	⁽²⁾	0	D
Nonemployee Director Stock Option (Right to Buy)	$18.55	07/31/2014		D⁽²⁾			7,500	⁽³⁾	05/20/2020	Common Stock	7,500	⁽²⁾	0	D
Nonemployee Director Stock Option (Right to Buy)	$21.75	07/31/2014		D⁽²⁾			7,500	⁽³⁾	05/24/2021	Common Stock	7,500	⁽²⁾	0	D
Nonemployee Director Stock Option (Right to Buy)	$13.15	07/31/2014		D⁽²⁾			7,500	⁽³⁾	05/21/2019	Common Stock	7,500	⁽²⁾	0	D

Explanation of Responses:

1. 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 3,541 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.

2. 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.

3. The entire option vested on the day immediately prior to the next annual meeting of shareholders of the issuer after the grant date.

Remarks:

Exhibit 24 power of attorney filed herewith.

	/s/ Lisa M. Loran, Attorney-in-Fact	08/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.