-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AxmO4tygektbA6Y9ZjWx9VpFnvvOp4irSoK1unLiT3+XUsW+3VDsUBt85JCnkno0 j9B42u+WT79E4e8MqJb4UA== 0001209191-09-056024.txt : 20091208 0001209191-09-056024.hdr.sgml : 20091208 20091208172955 ACCESSION NUMBER: 0001209191-09-056024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091208 FILED AS OF DATE: 20091208 DATE AS OF CHANGE: 20091208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COUNCIL WILLIAM R III CENTRAL INDEX KEY: 0001253540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 091229554 MAIL ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADVOCAT INC CENTRAL INDEX KEY: 0000919956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621559667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-12-08 0 0000919956 ADVOCAT INC AVCA 0001253540 COUNCIL WILLIAM R III 1621 GALLERIA BOULEVARD BRENTWOOD TN 37027 1 1 0 0 Chief Executive Officer Common Stock 2009-12-08 4 M 0 50000 0.35 A 80220 D Common Stock 2009-12-08 4 F 0 15507 5.64 D 64713 D Stock Options (right to buy) 0.35 2009-12-08 4 M 0 50000 0.00 D 2003-04-09 2011-04-09 Common Stock 50000 0 D Restricted Stock Units Common Stock 13031.56 13031.56 D Stock Settled Stock Appreciation Right 2.37 2010-03-13 2019-03-13 Common Stock 25000 25000 D Stock Settled Stock Appreciation Right 10.88 2009-03-14 2018-03-14 Common Stock 25000 25000 D Stock Settled Stock Appreciation Right 11.59 2017-03-07 Common Stock 25000 25000 D Stock Options (right to buy) 5.44 2015-12-13 Common Stock 75000 75000 D Exercise of stock options awarded under the issuer's employee stock option plan. This transaction represents shares withheld by the Company to cover the exercise price and tax withholding on Mr. Council's option exercise, resulting in a net issuance of 34,493 shares. Mr. Council elected to receive $26,500 of his cash bonus in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share. The Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of the Grant Date (03/13/2009). Vests 1/3 on first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant. The stock options vest one-third on each of the first, second and third anniversary of the date of grant. /s/William R. Council, III 2009-12-08 EX-24.4_307953 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of L. Glynn Riddle, Susan V. Sidwell and Jonathan D. Stanley signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Advocat Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) execute for and on behalf of the undersigned a Form ID and any subsequent filings, submissions or correspondence relating thereto; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of June , 2006. /s/ William R. Council Signature William R. Council Print Name -----END PRIVACY-ENHANCED MESSAGE-----