0001209191-15-032544.txt : 20150403 0001209191-15-032544.hdr.sgml : 20150403 20150403211701 ACCESSION NUMBER: 0001209191-15-032544 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: PERKS BEN W CENTRAL INDEX KEY: 0001232756 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35841 FILM NUMBER: 15752357 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-04-01 1 0001499686 AVIV REIT, INC. AVIV 0001232756 PERKS BEN W C/O AVIV REIT, INC. 303 W. MADISON, SUITE 2400 CHICAGO IL 60606 1 0 0 0 Common Stock 2015-04-01 4 D 0 15407 0.00 D 0 D Stock Option 16.5645 2015-04-01 4 D 0 22095 0.00 D Common Stock 22095 0 D Stock Option 17.9548 2015-04-01 4 D 0 482 0.00 D Common Stock 482 0 D Stock Option 18.6222 2015-04-01 4 D 0 543 0.00 D Common Stock 543 0 D Stock Option 18.8658 2015-04-01 4 D 0 1267 0.00 D Common Stock 1267 0 D Stock Option 18.8658 2015-04-01 4 D 0 1086 0.00 D Common Stock 1086 0 D Stock Option 18.6543 2015-04-01 4 D 0 1810 0.00 D Common Stock 1810 0 D Stock Option 18.6505 2015-04-01 4 D 0 1629 0.00 D Common Stock 1629 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. 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