0000899243-21-037328.txt : 20210923
0000899243-21-037328.hdr.sgml : 20210923
20210923161529
ACCESSION NUMBER: 0000899243-21-037328
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: Givens Susan
CENTRAL INDEX KEY: 0001591629
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36499
FILM NUMBER: 211272696
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
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
0001591629
Givens Susan
C/O NEW SENIOR INVESTMENT GROUP INC.
55 WEST 46TH STREET, SUITE 2204
NEW YORK
NY
10036
1
1
0
0
Chief Executive Officer
Common Stock
2021-09-21
4
D
0
277233
D
0
D
Common Stock
2021-09-21
4
D
0
161813
D
0
D
Common Stock
2021-09-21
4
D
0
228729
D
0
D
Performance-Based Restricted Stock Units
2021-09-21
4
D
0
2050114
D
Common Stock
2050114
0
D
Stock Options (Right to Buy)
3.28
2021-09-21
4
D
0
2000000
D
2029-01-01
Common Stock
2000000
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 award became fully vested and was canceled and retired 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 award, less applicable withholding taxes.
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.
Pursuant to the Merger Agreement, each outstanding New Senior performance-based 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 performance-based restricted stock unit award (assuming achievement of performance measures based on maximum performance).
Pursuant to the Merger Agreement, each outstanding New Senior stock option became fully vested and was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of (i) $8.82 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of Common Stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding New Senior stock option with an exercise price equal to or greater than $8.82 was canceled for no consideration.
/s/ Lori B. Marino, Attorney-in-fact for Susan Givens
2021-09-23