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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 | ||||||||
Employee Stock Options - Right to Buy (5) | $ 18.48 | 07/01/2011 | D | 1,233 | 11/03/2006 | 11/03/2013 | Common Stock | 1,233 | (5) | 0 | D | ||||
Employee Stock Options - Right to Buy (6) | $ 18.48 | 07/01/2011 | D | 23,767 | 11/03/2006 | 11/03/2014 | Common Stock | 23,767 | (6) | 0 | D | ||||
Employee Stock Options - Right to Buy (7) | $ 21.29 | 07/01/2011 | D | 48,000 | 10/19/2007 | 10/19/2015 | Common Stock | 48,000 | (7) | 0 | D | ||||
Employee Stock Options - Right to Buy (8) | $ 25.4 | 07/01/2011 | D | 63,597 | (8) | 02/10/2019 | Common Stock | 63,597 | (8) | 0 | D | ||||
Employee Stock Options - Right to Buy (9) | $ 31.97 | 07/01/2011 | D | 114,200 | (9) | 02/09/2020 | Common Stock | 114,200 | (9) | 0 | D | ||||
Employee Stock Options - Right to Buy (10) | $ 38.23 | 07/01/2011 | D | 108,900 | (10) | 02/15/2021 | Common Stock | 108,900 | (10) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PASQUALE DOUGLAS M 610 NEWPORT CENTER DRIVE, SUITE 1150 NEWPORT BEACH, CA 92660 |
X | President & CEO |
/s/ William Wagner, attorney-in-fact | 07/06/2011 | |
**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) | Shares withheld to cover tax withholding due in connection with the vesting of performance shares. |
(2) | 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.), 158,365.54 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 $6,630,592.35. |
(3) | At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 263,402 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011. |
(4) | The reporting person disclaims beneficial ownership of these shares held indirectly by such reporting person's wife. |
(5) | 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 $28,838.52 (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). |
(6) | 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 $555.884.20 (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). |
(7) | 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 $987,787.62 (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). |
(8) | Immediately prior to the Effective Time, 33,767 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 29,830 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,047,373.19 (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). |
(9) | Immediately prior to the Effective Time, 76,133 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 38,067 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,130,455.39 (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). |
(10) | At the Effective Time, 108,900 stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive 85,660 options to purchase shares of common stock of Ventas, Inc. with an exercise price of $48.60 per share. The stock options will become exercisable as follows: 28,554 on 02/15/2012; 28,553 on 02/15/2013; and 28,553 on 02/15/2014. |
(11) | At the Effective Time, 32,300 restricted stock units were cancelled pursuant to the Merger Agreement in exchange for the right to receive 25,407 restricted stock units of Ventas, Inc. The restricted stock units will vest as follows: 8,469 on 02/15/2012; 8,469 on 02/15/2013 and 8,469 on 02/15/2014. |
(12) | Shares delivered in connection with the vesting of performance shares. |
(13) | At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 4,326 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011. |