0001181431-11-040415.txt : 20110706
0001181431-11-040415.hdr.sgml : 20110706
20110706215619
ACCESSION NUMBER: 0001181431-11-040415
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: BRADLEY DONALD D
CENTRAL INDEX KEY: 0001193645
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09028
FILM NUMBER: 11954925
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DR
STREET 2: STE 1150
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
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
rrd317324.xml
FINAL - 07/01/2011
X0303
4
2011-07-01
1
0000780053
NATIONWIDE HEALTH PROPERTIES, LLC
NHP
0001193645
BRADLEY DONALD D
610 NEWPORT CENTER DRIVE, SUITE 1150
NEWPORT BEACH
CA
92660
0
1
0
0
EVP & Chief Investment Officer
Common Stock
2011-07-01
4
A
0
23243
A
194662.7906
D
Common Stock
2011-07-01
4
F
0
10848
42.27
D
183814.7906
D
Common Stock
2011-07-01
4
D
0
39017.46
D
144797.3306
D
Common Stock
2011-07-01
4
D
0
144797.3306
D
0
D
Employee Stock Options - Right to Buy
25.40
2011-07-01
4
D
0
10567
D
2019-02-10
Common Stock
10567
0
D
Employee Stock Options - Right to Buy
31.97
2011-07-01
4
D
0
24467
D
2020-02-09
Common Stock
24467
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.), 20,133 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 $842,946.74, and the remaining 18,884.46 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 113,897 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 stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $174,026.96 (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 $242,196.60 (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