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