0001181431-11-040413.txt : 20110706 0001181431-11-040413.hdr.sgml : 20110706 20110706215543 ACCESSION NUMBER: 0001181431-11-040413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110701 FILED AS OF DATE: 20110706 DATE AS OF CHANGE: 20110706 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PASQUALE DOUGLAS M CENTRAL INDEX KEY: 0001070021 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09028 FILM NUMBER: 11954921 MAIL ADDRESS: STREET 1: 245 FICHER AVE STE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 4 1 rrd317322.xml FINAL - 07/01/2011 X0303 4 2011-07-01 1 0000780053 NATIONWIDE HEALTH PROPERTIES, LLC NHP 0001070021 PASQUALE DOUGLAS M 610 NEWPORT CENTER DRIVE, SUITE 1150 NEWPORT BEACH CA 92660 1 1 0 0 President & CEO Common Stock 2011-07-01 4 A 0 124129 A 583468.5 D Common Stock 2011-07-01 4 F 0 57941 42.27 D 525527.5 D Common Stock 2011-07-01 4 D 0 158365.54 D 367161.96 D Common Stock 2011-07-01 4 D 0 32300 D 334861.96 D Common Stock 2011-07-01 4 D 0 334861.96 D 0 D Common Stock 2011-07-01 4 D 0 5500 D 0 I By Wifes' IRA Employee Stock Options - Right to Buy 18.48 2011-07-01 4 D 0 1233 D 2006-11-03 2013-11-03 Common Stock 1233 0 D Employee Stock Options - Right to Buy 18.48 2011-07-01 4 D 0 23767 D 2006-11-03 2014-11-03 Common Stock 23767 0 D Employee Stock Options - Right to Buy 21.29 2011-07-01 4 D 0 48000 D 2007-10-19 2015-10-19 Common Stock 48000 0 D Employee Stock Options - Right to Buy 25.40 2011-07-01 4 D 0 63597 D 2019-02-10 Common Stock 63597 0 D Employee Stock Options - Right to Buy 31.97 2011-07-01 4 D 0 114200 D 2020-02-09 Common Stock 114200 0 D Employee Stock Options - Right to Buy 38.23 2011-07-01 4 D 0 108900 D 2021-02-15 Common Stock 108900 0 D Shares withheld to cover tax withholding due in connection with the vesting of performance shares. 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.), 158,365.54 restricted stock units became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $6,630,592.35. At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 263,402 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011. The reporting person disclaims beneficial ownership of these shares held indirectly by such reporting person's wife. At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $28,838.52 (equal to the difference between the VWAP (as defined in the Merger Agreement) of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options). At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $555.884.20 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options). At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $987,787.62 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options). Immediately prior to the Effective Time, 33,767 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 29,830 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,047,373.19 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options). Immediately prior to the Effective Time, 76,133 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 38,067 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,130,455.39 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options). At the Effective Time, 108,900 stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive 85,660 options to purchase shares of common stock of Ventas, Inc. with an exercise price of $48.60 per share. The stock options will become exercisable as follows: 28,554 on 02/15/2012; 28,553 on 02/15/2013; and 28,553 on 02/15/2014. At the Effective Time, 32,300 restricted stock units were cancelled pursuant to the Merger Agreement in exchange for the right to receive 25,407 restricted stock units of Ventas, Inc. The restricted stock units will vest as follows: 8,469 on 02/15/2012; 8,469 on 02/15/2013 and 8,469 on 02/15/2014. Shares delivered in connection with the vesting of performance shares. At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 4,326 shares of common stock of Ventas, Inc. 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