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