0001209191-18-019343.txt : 20180313
0001209191-18-019343.hdr.sgml : 20180313
20180313175225
ACCESSION NUMBER: 0001209191-18-019343
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180310
FILED AS OF DATE: 20180313
DATE AS OF CHANGE: 20180313
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gill Kelly J.
CENTRAL INDEX KEY: 0001460581
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12996
FILM NUMBER: 18687664
MAIL ADDRESS:
STREET 1: 27442 PORTOLA PARKWAY, SUITE 200
CITY: FOOTHILL RANCH
STATE: CA
ZIP: 92610
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Diversicare Healthcare Services, 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
FORMER COMPANY:
FORMER CONFORMED NAME: ADVOCAT INC
DATE OF NAME CHANGE: 19940309
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-03-10
0
0000919956
Diversicare Healthcare Services, Inc.
DVCR
0001460581
Gill Kelly J.
1621 GALLERIA BOULEVARD
BRENTWOOD
TN
37027
1
1
0
0
CEO & President
Common Stock
2018-03-10
4
M
0
568
0.00
A
230717
D
Common Stock
2018-03-10
4
F
0
2167
8.29
D
228550
D
Common Stock
2018-03-11
4
M
0
384
0.00
A
228934
D
Common Stock
2018-03-11
4
F
0
2122
8.29
D
226812
D
Common Stock
2018-03-11
4
M
0
6452
0.00
A
233264
D
Common Stock
2018-03-11
4
F
0
1571
8.29
D
231693
D
Dividend Equivalent Rights on 2015 Restricted Shares
2018-03-10
4
M
0
568
0.00
D
Common Stock
568
0
D
Dividend Equivalent Rights on 2016 Restricted Shares
2018-03-11
4
M
0
384
0.00
D
Common Stock
384
386.38
D
2016 Restricted Stock Units
2018-03-11
4
M
0
6452
0.00
D
Common Stock
6452
0
D
Dividend Equivalent Rights on 2017 Restricted Shares
Common Stock
540.29
540.29
D
2017 Restricted Stock Units
Common Stock
10951.01
10951.01
D
Stock Options (right to buy)
5.60
2011-11-10
2021-11-10
Common Stock
50000
50000
D
Stock Settled Stock Appreciation Right
6.21
2010-04-05
2020-04-05
Common Stock
35000
35000
D
Stock Settled Stock Appreciation Right
5.45
2010-06-18
2020-06-18
Common Stock
15000
15000
D
Represents vesting of Dividend Equivalent Rights on 2015 Restricted Stock.
This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2015 Restricted Stock.
Represents vesting of Dividend Equivalent Rights on 2016 Restricted Stock.
This transaction represents shares withheld by the Company for tax withholdings on Mr. Gill's vesting of 2016 Restricted Stock.
Represents vesting of 2016 Restricted Stock Units.
This transaction represents shares withheld by the Company to cover the tax withholding on Mr. Gill's settlement of 2016 Restricted Stock Units.
These dividend equivalent rights accrued on shares of restricted stock granted on March 10, 2015 and will vest as the underlying shares vest.
These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2016 and will vest as the underlying shares vest.
Each Restricted Stock Unit is equal to one share. These are dividend equivalent rights accruing on restricted stock units.
The 2016 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2016).
Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 11,2018, 6,452.22 of the reporting person's Restricted Stock Units were settled for 6,452 shares of common stock.
These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2017 and will vest as the underlying shares vest.
The 2017 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of the original Grant Date (03/13/2017).
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.
Exhibit List
Exhibit 24 - Power of Attorney
/s/ Jonathan D. Stanley, Attorney-in-Fact for
Kelly J. Gill
2018-03-13
EX-24.4_778243
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Jonathan D. Stanley, Sam Daniel, Kelly J. Gill and Susan V. Sidwell
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. This Power of Attorney replaces and revokes any
and all prior powers of attorney granted by the undersigned, in the
undersigned's capacity as an officer and/or director of the Company, relating to
Section 16 of the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of January, 2012.
/s/ Kelly Gill
Signature
Kelly Gill
Print Name