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^*

ADAMS W ANDREW

(Last)

(First)

(Middle)

100 VINE STREET

(Street)

MURFREESBORO

37130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTHCARE CORP [ NHC ]

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)
11/08/2018

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)
Shares of Common Stock - AdamsMark, L.P.								610,813	D
Shares of Common Stock - my name or my spouse's name								19,990	D
Shares of Common Stock - WAA Exempt Trust								1,937	D
Shares of Common Stock - Adams Family Foundation II								35,407	I	Trustee

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)
Option to purchase common stock	$52.93	11/08/2018		D⁽¹⁾			7,500	⁽¹⁾	05/07/2019	Common Stock	7,500	⁽¹⁾	0	D
Option to purchase common stock	$52.93	11/08/2018		A⁽¹⁾		7,500		⁽¹⁾	05/07/2019	Common Stock	7,500	⁽¹⁾	7,500	D
Option to purchase common stock	$61.25	11/08/2018		D⁽¹⁾			7,500	⁽¹⁾	05/06/2020	Common Stock	7,500	⁽¹⁾	0	D
Option to purchase common stock	$61.25	11/08/2018		A⁽¹⁾		7,500		⁽¹⁾	05/06/2020	Common Stock	7,500	⁽¹⁾	7,500	D
Option to purchase common stock	$62.78	11/08/2018		D⁽¹⁾			7,500	⁽¹⁾	06/01/2021	Common Stock	7,500	⁽¹⁾	0	D
Option to purchase common stock	$62.78	11/08/2018		A⁽¹⁾		7,500		⁽¹⁾	06/01/2021	Common Stock	7,500	⁽¹⁾	7,500	D
Option to purchase common stock	$72.94	11/08/2018		D⁽¹⁾			7,500	⁽¹⁾	05/08/2022	Common Stock	7,500	⁽¹⁾	0	D
Option to purchase common stock	$72.94	11/08/2018		A⁽¹⁾		7,500		⁽¹⁾	05/08/2022	Common Stock	7,500	⁽¹⁾	7,500	D
Option to purchase common stock	$61.9	11/08/2018		D⁽¹⁾			7,500	⁽¹⁾	05/02/2023	Common Stock	7,500	⁽¹⁾	0	D
Option to purchase common stock	$61.9	11/08/2018		A⁽¹⁾		7,500		⁽¹⁾	05/02/2023	Common Stock	7,500	⁽¹⁾	7,500	D

Explanation of Responses:

1. The reported transactions involve an amendment to five outstanding options resulting in the deemed cancellation of each of the "old" options and the grant of replacement options. On November 8, 2018, the Board of Directors amended each of the options to allow a director that has served as a director for at least 12 years to remain able to exercise the option for the full term of the option even if the director retires, resigns, dies or becomes disabled. Each of the options were fully exercisable on the date of grant. The grant and exercise of these options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

	/s/ W. Andrew Adams by Kristina R. Hulsey, P.O.A.	11/12/2018
	** Signature of Reporting Person	Date
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