0001209191-11-018095.txt : 20110315
0001209191-11-018095.hdr.sgml : 20110315
20110315170325
ACCESSION NUMBER: 0001209191-11-018095
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110311
FILED AS OF DATE: 20110315
DATE AS OF CHANGE: 20110315
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: 11689220
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
2011-03-11
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
2011-03-11
4
A
0
6250
0.00
A
75163
D
Common Stock
2011-03-14
4
M
0
13632.5
A
88795.5
D
Common Stock
2011-03-14
4
D
0
0.7
6.85
D
88794.8
D
Common Stock
2011-03-14
4
F
0
3605.8
6.85
D
85189
D
2011 Restricted Stock Units
2011-03-11
4
A
0
18257.35
105527.50
A
Common Stock
18257.35
18257.35
D
2010 Restricted Stock Units
Common Stock
4634.74
4634.74
D
2009 Restricted Stock Units
2011-03-14
4
M
0
13632.5
D
2011-03-13
2011-03-13
Common Stock
13632.5
0
D
Stock Settled Stock Appreciation Right
5.45
2011-06-18
2020-06-18
Common Stock
25000
25000
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
2008-03-07
2017-03-07
Common Stock
25000
25000
D
Stock Options (right to buy)
5.44
2005-12-13
2015-12-13
Common Stock
75000
75000
D
Restricted stock grant that will vest in equal parts over the first three anniversaries of the date of grant.
Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 14, 2011, 10,026 of the reporting person's Restricted Stock Units were settled for an equal number of shares of common stock. March 14, 2011 was the first business day on which the 2009 Restricted Stock Units were exercisable.
This transaction represents settlement of a fractional share in the settlement of 2009 Restricted Stock Units, as discussed in Note 2, for which Mr. Council received $4.80.
This transaction represents shares withheld by the Company to cover the tax withholding on Mr. Council's settlement of 2009 Restricted Stock Units, resulting in a net issuance of 10,026 shares. See Note 2.
Mr. Council elected to receive $105,527.50 of his cash bonus for 2010 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 2011 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2011).
Each restricted stock unit is equal to one share.
The 2010 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/15/2010).
Vests 1/3 on the 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.
/s/ L. Glynn Riddle, Attorney-In-Fact for
William R. Council, III
2011-03-15
EX-24.4_370253
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