FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADCARE HEALTH SYSTEMS INC [ ADK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 12/08/2009 | A4 | 1,760 | A | (1) | 6,533 | D | ||||||||
Common Stock | 12/31/2009 | L | 373 | A | (2) | 6,533 | D | ||||||||
Common Stock | 6,533 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Warrants | (3) | 12/08/2009 | 4J(1) | 1,760 | 11/16/2012(4) | 11/16/2017 | Common Stock | 1,760 | (1) | 32,040 | D | |||
Warrants | $3(6) | 12/07/2009 | 4A | 25,000 | (6) | 12/07/2014 | Common Stock | 25,000 | (5) | 32,040 | D | |||
Warrants | (6) | (6) | 11/16/2017 | Common Stock | 7,040 | 32,040 | D | |||||||
Options | $2.5 | 08/27/2005 | 08/27/2010 | Common Stock | 3,200 | 19,600 | D | |||||||
Options | $2.5 | 08/27/2006 | 08/27/2011 | Common Stock | 3,200 | 19,600 | D | |||||||
Options | $2.5 | 08/27/2007 | 08/27/2012 | Common Stock | 3,200 | 19,600 | D | |||||||
Options | $1.5 | 05/09/2007 | 05/09/2012 | Common Stock | 2,000 | 19,600 | D | |||||||
Options | $1.5 | 05/09/2008 | 05/09/2013 | Common Stock | 2,000 | 19,600 | D | |||||||
Options | $1.5 | 05/09/2009 | 05/09/2014 | Common Stock | 2,000 | 19,600 | D | |||||||
Options | $1.5 | 05/09/2010 | 05/09/2015 | Common Stock | 2,000 | 19,600 | D | |||||||
Options | $1.5 | 05/09/2011 | 05/09/2016 | Common Stock | 2,000 | 19,600 | D |
Explanation of Responses: |
1. On August 15, 2008 the shareholders approved an incentive plan which granted warrants to certain officers and directors. The warrants vested over a five year period. On December 8, 2009 the shareholders approved an amendment to the incentive plan to eliminate 218,461 unvested warrants. The amendment further called for 218,461 shares of the company's common stock with a one year restriction on transfer to be issued. |
2. Shares were purchased throughout 2009 at various prices by participation in the AdCare Health Systems Employee Stock Purchase Program. |
3. The exercise price of the warrants was based upon the average closing price of the Company's common stock on NYSE-Amex during January 2011 but was not less than $3.00 per share. |
4. The warrants vest over a two year period. One-third of the warrants will vest upon issuance, with the remaining warrants vesting equally over the next two years; provided, however that the vesting would be accelerated in the event that there is a change in control of the Company or in the event the recipient is terminated by the Company without cause. The warrants will be exercisable on a cashless basis. |
5. On December 7, 2009 the shareholders approved the award of 25,000 warrants to the senior management of the Company. |
6. The exercise of the warrants vested in 2008 was $1.21 per share, those vested in 2009 was $2.25, those vested in 2010 was $3.00 and those vesting in 2011 is $4.00 per share. |
Carol Groeber by power of attorney | 02/15/2010 | |
** 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. |