0001181431-11-040414.txt : 20110706
0001181431-11-040414.hdr.sgml : 20110706
20110706215600
ACCESSION NUMBER: 0001181431-11-040414
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: KHOURY ABDO H
CENTRAL INDEX KEY: 0001073166
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09028
FILM NUMBER: 11954922
MAIL ADDRESS:
STREET 1: C/O ARV ASSISTED LIVING INC
STREET 2: 245 FISCHER AVE SUITE D-1
CITY: COSTA MESA
STATE: CA
ZIP: 92626
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
rrd317323.xml
FINAL - 07/01/2011
X0303
4
2011-07-01
1
0000780053
NATIONWIDE HEALTH PROPERTIES, LLC
NHP
0001073166
KHOURY ABDO H
610 NEWPORT CENTER DRIVE, SUITE 1150
NEWPORT BEACH
CA
92660
0
1
0
0
EVP, CFO, Chief Portfolio Off.
Common Stock
2011-07-01
4
A
0
25014
A
158245
I
Trust
Common Stock
2011-07-01
4
F
0
11677
42.27
D
146568
I
Trust
Common Stock
2011-07-01
4
D
0
146568
D
0
I
Trust
Common Stock
2011-07-01
4
D
0
39017.4473
D
1070.5674
D
Common Stock
2011-07-01
4
D
0
1070.5674
D
0
D
Employee Stock Options - Right to Buy
25.40
2011-07-01
4
D
0
11034
D
2019-02-10
Common Stock
11034
0
D
Employee Stock Options - Right to Buy
31.97
2011-07-01
4
D
0
25067
D
2020-02-09
Common Stock
25067
0
D
Shares withheld to cover tax withholding due in connection with the vesting of performance shares.
At 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.), these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 115,290 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.
Immediately prior to the Effective Time, 27,312 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 $1,143,523.64, and the remaining 11,705.4473 restricted stock units terminated at the Effective Time in accordance with their terms.
At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 842 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.
Immediately prior to the Effective Time, 11,034 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $181,701.47 (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).
Immediately prior to the Effective Time, 25,067 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $248,135.95 (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).
Shares delivered in connection with the vesting of performance shares.
/s/ William Wagner, attorney-in-fact
2011-07-06