0000899243-21-037327.txt : 20210923 0000899243-21-037327.hdr.sgml : 20210923 20210923161516 ACCESSION NUMBER: 0000899243-21-037327 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: Marino Lori B. CENTRAL INDEX KEY: 0001775503 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36499 FILM NUMBER: 211272692 MAIL ADDRESS: STREET 1: 55 WEST 46TH STREET, SUITE 2204 CITY: NEW YORK STATE: NY ZIP: 10036 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 0001775503 Marino Lori B. C/O NEW SENIOR INVESTMENT GROUP INC. 55 WEST 46TH STREET, SUITE 2204 NEW YORK NY 10036 0 1 0 0 EVP, GC & Secretary Common Stock 2021-09-21 4 D 0 40127.9507 D 0 D Common Stock 2021-09-21 4 D 0 21097 D 0 D Common Stock 2021-09-21 4 D 0 36754 D 0 D Performance-Based Restricted Stock Units 2021-09-21 4 D 0 239297 D Common Stock 239297 0 D Stock Options (Right to Buy) 5.61 2021-09-21 4 D 0 312500 D 2029-05-10 Common Stock 312500 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 2021-09-23