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