0001181431-11-040389.txt : 20110706 0001181431-11-040389.hdr.sgml : 20110706 20110706211346 ACCESSION NUMBER: 0001181431-11-040389 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110701 FILED AS OF DATE: 20110706 DATE AS OF CHANGE: 20110706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANKS DAVID R CENTRAL INDEX KEY: 0001192775 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09028 FILM NUMBER: 11954847 MAIL ADDRESS: STREET 1: C/O RALCORP HOLDINGS INC STREET 2: 800 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONWIDE HEALTH PROPERTIES, LLC CENTRAL INDEX KEY: 0000780053 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953997619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10350 ORMSBY PARK PLACE STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5023579000 MAIL ADDRESS: STREET 1: 10350 ORMSBY PARK PLACE STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 FORMER COMPANY: FORMER CONFORMED NAME: NATIONWIDE HEALTH PROPERTIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BEVERLY INVESTMENT PROPERTIES INC DATE OF NAME CHANGE: 19890515 4 1 rrd317300.xml FINAL - 07/01/2011 X0303 4 2011-07-01 1 0000780053 NATIONWIDE HEALTH PROPERTIES, LLC NHP 0001192775 BANKS DAVID R 610 NEWPORT CENTER DRIVE, SUITE 1150 NEWPORT BEACH CA 92660 1 0 0 0 Common Stock 2011-07-01 4 D 0 6000 D 48500 D Common Stock 2011-07-01 4 D 0 48500 D 0 D Common Stock 2011-07-01 4 D 0 2000 D 0 I By Wife The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose. Immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger (the "Merger Agreement"), dated February 27, 2011, by and among Ventas, Inc., Needles Acquisition LLC and Nationwide Health Properties, Inc.), 6,000 restricted stock units became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such restricted stock units were cancelled pursuant to the Merger Agreement in exchange for the right to receive $41.8689 per restricted stock unit in cash. At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 38,150 shares of Ventas, Inc. common stock having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011. At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 1,573 shares of Ventas, Inc. common stock having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011. /s/ William Wagner, attorney-in-fact 2011-07-06