0001209191-15-032539.txt : 20150403
0001209191-15-032539.hdr.sgml : 20150403
20150403211301
ACCESSION NUMBER: 0001209191-15-032539
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150401
FILED AS OF DATE: 20150403
DATE AS OF CHANGE: 20150403
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AVIV REIT, INC.
CENTRAL INDEX KEY: 0001499686
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 273200673
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 303 W. MADISON ST.
STREET 2: SUITE 2400
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 312-855-0930
MAIL ADDRESS:
STREET 1: 303 W. MADISON ST.
STREET 2: SUITE 2400
CITY: CHICAGO
STATE: IL
ZIP: 60606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: INSOFT STEVEN J
CENTRAL INDEX KEY: 0001195680
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35841
FILM NUMBER: 15752347
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-04-01
1
0001499686
AVIV REIT, INC.
AVIV
0001195680
INSOFT STEVEN J
C/O AVIV REIT, INC.,
303 W. MADISON, SUITE 2400
CHICAGO
IL
60606
0
1
0
0
President & COO
Common Stock
2015-04-01
4
D
0
110984
0.00
D
0
D
Restricted Stock Units
2015-04-01
4
D
0
4749
0.00
D
Common Stock
4749
0
D
Restricted Stock Units
2015-04-01
4
D
0
7441
0.00
D
Common Stock
7441
0
D
Employee Stock Option
16.5645
2015-04-01
4
D
0
885445
0.00
D
Common Stock
885445
0
D
Employee Stock Option
17.9548
2015-04-01
4
D
0
19680
0.00
D
Common Stock
19680
0
D
Employee Stock Option
18.6222
2015-04-01
4
D
0
18834
0.00
D
Common Stock
18834
0
D
Employee Stock Option
18.8658
2015-04-01
4
D
0
47631
0.00
D
Common Stock
47631
0
D
Employee Stock Option
18.8658
2015-04-01
4
D
0
153762
0.00
D
Common Stock
153762
0
D
Employee Stock Option
18.6543
2015-04-01
4
D
0
83310
0.00
D
Common Stock
83310
0
D
Employee Stock Option
18.6505
2015-04-01
4
D
0
69183
0.00
D
Common Stock
69183
0
D
Pursuant to an Agreement and Plan of Merger, dated October 30, 2014, among Omega Healthcare Investors, Inc. ("Omega"), OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. (the "Issuer") and Aviv Healthcare Properties Limited Partnership (the "Merger Agreement"), each outstanding share of the Issuer's common stock was exchanged for the right to receive nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement (such ratio, the "Exchange Ratio"), on April 1, 2015 (the "Closing Date"). The last reported sale price of shares of Omega common stock on the Closing Date was $40.74 per share.
Each Restricted Stock Unit represents a contingent right to receive one share of common stock of the Issuer.
The RSUs vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.
The RSUs vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.
Pursuant to the Merger Agreement, as of the effective time of the Merger, the stock options ceased to be exercisable for shares of Issuer common stock but instead are exercisable for a number of shares of Omega common stock equal to nine-tenths of a share of Omega common stock, subject to certain adjustments as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such stock options related immediately prior to the effective time of the Merger.
The stock options vested in full upon the initial public offering of Aviv REIT, Inc. on March 26, 2013.
N/A
/s/ Samuel H. Kovitz, as attorney in fact
2015-04-03