0000899243-21-037329.txt : 20210923
0000899243-21-037329.hdr.sgml : 20210923
20210923161534
ACCESSION NUMBER: 0000899243-21-037329
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210921
FILED AS OF DATE: 20210923
DATE AS OF CHANGE: 20210923
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sevilla-Sacasa Frances Aldrich
CENTRAL INDEX KEY: 0001527033
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36499
FILM NUMBER: 211272698
MAIL ADDRESS:
STREET 1: 3 GREENWAY PLAZA
STREET 2: SUITE 1300
CITY: HOUSTON
STATE: TX
ZIP: 77046
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: New Senior Investment Group Inc.
CENTRAL INDEX KEY: 0001610114
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 55 WEST 46TH STREET, SUITE 2204
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 646-822-3700
MAIL ADDRESS:
STREET 1: 55 WEST 46TH STREET, SUITE 2204
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: New Healthcare Investment Corp.
DATE OF NAME CHANGE: 20140605
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-09-21
1
0001610114
New Senior Investment Group Inc.
SNR
0001527033
Sevilla-Sacasa Frances Aldrich
C/O NEW SENIOR INVESTMENT GROUP INC.
55 WEST 46TH STREET, SUITE 2204
NEW YORK
NY
10036
1
0
0
0
Common Stock
2021-09-21
4
D
0
9404
D
0
D
Common Stock
2021-09-21
4
D
0
15129
D
0
D
Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among New Senior Investment Group Inc., a Delaware corporation ("New Senior"), Ventas, Inc., a Delaware corporation ("Ventas") and Cadence Merger Sub LLC, a Delaware limited liability company and subsidiary of Ventas, each outstanding share of New Senior common stock, par value $0.01 ("Common Stock"), was converted into the right to receive 0.1561 (the "Exchange Ratio") of a newly issued share of Ventas common stock, par value $0.25 per share ("Ventas Common Stock"). Holders of record of Common Stock will receive cash in lieu of fractional shares.
Pursuant to the Merger Agreement, each outstanding New Senior restricted stock unit award became fully vested and was canceled and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such restricted stock unit award, less applicable withholding taxes.
/s/ Lori B. Marino, Attorney-in-fact for Frances Aldrich Sevilla-Sacasa
2021-09-23