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

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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).

1. Name and Address of Reporting Person^*

BATY DANIEL R

(Last)

(First)

(Middle)

3131 ELLIOTT AVENUE

SUITE 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/31/1997

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	04/10/2007		J⁽¹⁾		324	A	$0	1,812,091	D
Common Stock	03/28/2007		J⁽²⁾		42,075	A	$0	3,399,625	I	By B.F., Limited Partnership⁽³⁾
Common Stock	12/20/2005		P		7,500	A	$18.99	86,700	I	By Catalina General LP⁽⁴⁾
Common Stock	12/21/2005		P		7,500	A	$19	94,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/22/2005		P		300	A	$19.73	106,700	I	By Catalina General LP⁽⁴⁾
Common Stock	12/23/2005		P		7,500	A	$20	114,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/27/1999		P		4,300	A	$5.92	4,300	I	By Catalina General LP⁽⁴⁾
Common Stock	12/27/2005		P		7,500	A	$20.34	121,700	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/1999		P		1,500	A	$5.88	5,800	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/1999		P		1,000	A	$6.38	6,800	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/1999		P		500	A	$6.75	7,800	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/2000		P		14,900	A	$1.25	33,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/2000		P		10,000	A	$1.13	43,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/2000		P		5,000	A	$1.19	48,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/2000		P		1,000	A	$1.06	49,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/28/2005		P		7,500	A	$21.55	129,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/1999		P		3,500	A	$6.38	11,300	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/1999		P		3,500	A	$6.5	14,800	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/1999		P		2,000	A	$6.56	16,800	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/1999		P		1,000	A	$6.25	17,800	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/1999		P		500	A	$6.75	18,300	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/2000		P		10,000	A	$1.25	59,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/2000		P		10,000	A	$1.31	69,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/2000		P		9,000	A	$1.38	78,200	I	By Catalina General LP⁽⁴⁾
Common Stock	12/29/2000		P		1,000	A	$1.44	79,200	I	By Catalina General LP⁽⁴⁾
Common Stock	03/28/2007		J⁽²⁾		168,300	D	$0	311,363	I	By Catalina General LP⁽⁴⁾
Common Stock	03/09/2007		C		311,363	A	$22	479,663	I	By Catalina General LP⁽⁴⁾
Common Stock	03/09/2007		C		406,363	A	$22	406,363	I	By Columbia Select LP⁽⁵⁾
Common Stock	10/31/1997		J⁽⁶⁾		324	A	$0	324	I	By Vale Group general partnership
Common Stock	04/10/2007		J⁽¹⁾		324	D	$0	0	I	By Vale Group general partnership

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)
6.25% Convertible Subordinated Debentures due 2006	$22	11/22/2005		D⁽⁷⁾			311,363	02/15/1996	01/01/2006	Common Stock	311,363	$0	0	I	By Catalina General LP⁽⁴⁾
6.25% Convertible Subordinated Debentures due 2008	$22	11/22/2005		A⁽⁷⁾		311,363		11/22/2005	07/01/2008	Common Stock	311,363	$0	311,363	I	By Catalina General LP⁽⁴⁾
6.25% Convertible Subordinated Debentures due 2008	$22	03/09/2007		C			311,363	11/22/2005	07/01/2008	Common Stock	311,363	$0	0	I	By Catalina General LP⁽⁴⁾
6.25% Convertible Subordinated Debentures due 2006	$22	11/22/2005		D⁽⁷⁾			406,363	01/15/1996	01/01/2006	Common Stock	406,363	$0	0	I	By Columbia Select LP⁽⁵⁾
6.25% Convertible Subordinated Debentures due 2008	$22	11/22/2005		A⁽⁷⁾		406,363		11/22/2005	07/01/2008	Common Stock	406,363	$0	406,363	I	By Columbia Select LP⁽⁵⁾
6.25% Convertible Subordinated Debentures due 2008	$22	03/09/2007		C			406,363	11/22/2005	07/01/2008	Common Stock	406,363	$0	0	I	By Columbia Select LP⁽⁵⁾

Explanation of Responses:

1. Distribution by general partnership of which the reporting person is a general partner.

2. Pro rata distribution to partners by Catalina General, L.P.

3. The reporting person is the President and sole shareholder of Columbia-Pacific Group, Inc., a Washington corporation, which is the general partner of B.F., Limited Partnership, a Washington limited partnership, of which Mr. Baty is also a limited partner. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The general partner of Catalina General, L.P. is B.F., Limited Partnership, of which Columbia-Pacific Group, Inc., a company wholly owned by the reporting person, is the general partner. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. The general partner of Columbia Select, L.P. is B.F., Limited Partnership, of which Columbia-Pacific Group, Inc., a company wholly owned by the reporting person, is the general partner. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. Distribution by Columbia Pacific Growth Fund 95 to Vale Group, a general partnership of which the reporting person is a general partner. The general partner of Columbia Pacific Growth Fund 95 is B.F., Limited Partnership, a Washington limited partnership, whose general partner is Columbia-Pacific Group, Inc., a Washington corporation of which the reporting person is the President and sole shareholder.

7. Exchange of 6.25% Convertible Subordinated Debentures due 2006 for 6.25% Convertible Subordinated Debentures due 2008 pursuant to acceptance of issuer exchange offer.

Remarks:

	/s/ Jim L. Hanson, Attorney-in-Fact	06/20/2007
	** 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.
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