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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 200,000 | (1) | (1) | Class A Common Stock | 215,000 | (2) | 0 | I | By Avon Valley Greenhouses Limited | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 143,200 | (1) | (1) | Class A Common Stock | 153,940 | (2) | 0 | I | By CKF Inc. | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 389,000 | (1) | (1) | Class A Common Stock | 418,175 | (2) | 0 | I | By Cobicorp (2005) Ltd. | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 117,000 | (1) | (1) | Class A Common Stock | 125,775 | (2) | 0 | I | By Envirosystems Inc. | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 140,000 | (1) | (1) | Class A Common Stock | 150,500 | (2) | 0 | I | By Gordon?s Greenhouses Inc. | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 40,000 | (1) | (1) | Class A Common Stock | 43,000 | (2) | 0 | I | By Minas Basin Investments Limited | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 243,800 | (1) | (1) | Class A Common Stock | 262,085 | (2) | 0 | I | By Minas Basin Pulp and Power Company Limited | |||
Class B Common Stock | (1) | 11/05/2010 | J(2) | 88,000 | (1) | (1) | Class A Common Stock | 94,600 | (2) | 0 | I | By Minas Group Limited |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Scotia Investments LTD 3 BEDFORD HILLS RD BEDFORD, A5 B4A 1J5 |
X |
/s/ Archie W. MacPherson, Vice President Finance | 12/09/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each share of Class B Common Stock is convertible at any time, at the holder's election, into 1.075 shares of Class A Common Stock, and has no expiration date. In addition, any shares of Class B Common Stock transferred to a person other than a permitted holder of Class B Common Stock, as provided in the Issuer's Amended and Restated Articles of Incorporation, will automatically convert into shares of Class A Common Stock on the same basis upon any such transfer. |
(2) | On November 5, 2010, Blomidon Investments Limited ("Blomidon"), the ultimate parent corporation of Scotia Investments Limited ("Scotia Investments"), and three holding companies that owned all of the common shares of Blomidon, including Thornridge Holdings Limited ("Thornridge Holdings"), completed a reorganization ("Reorganization") pursuant to which, among other things, Thornridge Holdings acquired all of the shares of ALC Class A Common Stock and Class B Common Stock previously held by Scotia Investments and its subsidiaries. The aggregate purchase price for the ALC shares purchased in the Reorganization was Cdn$53,241,407, representing Cdn$32.55 per share of ALC's Class A Common Stock and Cdn$34.99 per share of ALC's Class B Common Stock. |
Remarks: Effective March 16, 2009, Assisted Living Concepts, Inc. implemented a one-for-five reverse stock split of its Class A Common Stock and its Class B Common Stock, without changing the par value per share. All share amounts in this Form have been adjusted to reflect this reverse stock split. |