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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTHCARE CORP [ NHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 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 - Held in my name or my wife's name | 194,720 | D | ||||||||
Common Stock - Family LP (BFLP) | 29,523 | I | General Partner | |||||||
Common Stock - Fam. Partnership (LR Ent.) | 31,698 | D | ||||||||
Common Stock - Fam. Partnership (LFLP) | 96,000 | I | General Partner |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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/ Richard F. LaRoche, Jr., by Kristina R. Hulsey P.O.A. | 11/12/2018 | |
** 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. |