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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ADVOCAT INC [ AVCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/12/2012 | A | 25,000(1) | A | $0.00 | 29,750 | D | |||
Common Stock | 03/12/2012 | M | 55 | A | $0.00(2) | 29,805 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2012 Restricted Stock Units | (3) | 03/12/2012 | A | 8,317.65 | (4) | (4) | Common Stock | 8,317.65 | $41,006 | 8,317.65 | D | ||||
Dividend Equivalent Rights on 2011 Restricted Stock | (5) | 03/12/2012 | M | 55 | (5) | (5) | Common Stock | 55 | $0.00(2) | 111.65 | D | ||||
2011 Restricted Stock Units | (6) | (7) | (7) | Common Stock | 6,285.73 | 6,285.73 | D | ||||||||
Stock Options (right to buy) | $5.6 | 11/10/2011(8) | 11/10/2021 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Settled Stock Appreciation Right | $6.21 | 04/05/2011(8) | 04/05/2020 | Common Stock | 35,000 | 35,000 | D | ||||||||
Stock Settled Stock Appreciation Right | $5.45 | 06/18/2011(8) | 06/18/2020 | Common Stock | 15,000 | 15,000 | D |
Explanation of Responses: |
1. Restricted stock grant that will vest in equal parts over the first three anniversaries of the date of grant. |
2. Represents vesting of Dividend Equivalent Rights on 2011 Restricted Stock. |
3. Mr. Gill elected to receive $41,006 of his cash bonus for 2011 in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share. |
4. The 2012 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/12/2012). |
5. These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2011 and will vest as the underlying shares vest. |
6. These restricted stock units accrued on restricted stock units originally granted to the reporting person in March 2011 in connection with a dividend declared on the Issuer's common stock. When the issuer declares a dividend, the terms of the original restricted stock units automatically entitle the holder to an additional number of restricted stock units equal to the value of the dividend that would have been received on the restricted stock units had they previously been converted into stock, based on the closing price of the stock on the dividend record date. Each restricted stock unit is equal to one share. |
7. The 2011 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2011). |
8. Vests 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant. |
Remarks: |
/s/ Sam Daniel, Attorney-in-Fact for Kelly J. Gill | 03/14/2012 | |
** 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. |