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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 | ||||||||
Tandem Stock Options/SARs (right to buy) | $ 8.28 | 07/11/2013 | D | 8,000 | (3) | 04/30/2014 | Class A Common Stock | 8,000 | $ 3.73 (3) | 0 | D | ||||
Tandem Stock Options/SARs (right to buy) | $ 16.57 | 07/11/2013 | D | 10,000 | (3) | 05/03/2015 | Class A Common Stock | 10,000 | $ 0 (3) | 0 | D | ||||
Tandem Stock Options/SARs (right to buy) | $ 17.49 | 07/11/2013 | D | 10,000 | (3) | 05/02/2016 | Class A Common Stock | 10,000 | $ 0 (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Buntain Derek UNIT #5 PLANTANA 1293 WEST BAY ROAD GRAND CAYMAN, E9 Grand Caym |
X |
/s/ Derek Buntain | 07/11/2013 | |
**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) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 25, 2013 among Aid Holdings, LLC, Aid Merger Sub, LLC and Assisted Living Concepts, Inc. ("ALC"), on July 11, 2013, each share of Class A Common Stock of ALC was converted into the right to receive $12.00 in cash. |
(2) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 25, 2013 among Aid Holdings, LLC, Aid Merger Sub, LLC and Assisted Living Concepts, Inc. ("ALC"), on July 11, 2013, each share of Class B Common Stock of ALC was converted into the right to receive $12.90 in cash. |
(3) | Pursuant to the Merger Agreement, on July 11, 2013, each Tandem Stock Option/SAR (whether or not then exercisable or vested), which began vesting in three equal annual installments beginning on the date four years prior to its expiration date, was cancelled and converted into the right to receive a cash payment in an amount equal to the excess, if any, of $12.00 over the exercise price of such Tandem Stock Option/SAR. |