4//SEC Filing
AMERICAN REALTY CAPITAL HEALTHCARE TRUST INC 4
Accession 0001144204-15-003125
CIK 0001499875operating
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 8:07 PM ET
Size
18.5 KB
Accession
0001144204-15-003125
Insider Transaction Report
Form 4
KAHANE WILLIAM M
Director
Transactions
- Other
Operating Partnership Units
2015-01-16−11,264→ 0 totalExercise: $0.00→ Common Stock (11,264 underlying) - Other
Operating Partnership Units
2015-01-16−183,877→ 0 totalExercise: $0.00→ Common Stock (183,877 underlying) - Disposition to Issuer
Common Stock
2015-01-16−42,703→ 0 total - Other
Operating Partnership Units
2015-01-16−540,320→ 0 totalExercise: $0.00→ Common Stock (540,320 underlying) - Other
LTIP Units
2015-01-16−9,219,108→ 0 total(indirect: See footnote)Exercise: $0.00→ Common Stock (9,219,108 underlying) - Other
Operating Partnership Units
2015-01-16−28→ 0 totalExercise: $0.00→ Common Stock (28 underlying)
Footnotes (7)
- [F1]Disposed of 42,703 shares of common stock of American Realty Capital Healthcare Trust, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2014, by and among the Issuer, Ventas, Inc. ("Ventas"), Stripe Sub, LLC, Stripe OP, LP and American Realty Capital Healthcare Trust Operating Partnership, L.P. (the "HCT Operating Partnership"). On Jan. 16, 2015 (the "Closing Date") pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock was exchanged for 0.1688 shares (the "Exchange Ratio") of Ventas's common stock. At the close of business on Jan. 16, 2015, the Closing Date, the closing price of Ventas's common stock was $78.00 per share. Cash was paid in lieu of fractional shares.
- [F2]Includes 12,712 shares previously reported as held by American Realty Capital Healthcare Special Limited Partnership, LLC (the "HCT SLP"), which is 100% owned by American Realty Capital V, LLC ("ARC V"). The reporting person controls ARC V. Shares held by the HCT SLP were distributed to ARC V and subsequently distributed pro rata to the ultimate owners of ARC V.
- [F3]On the Closing Date, each operating partnership unit (an "OP Unit") of the HCT Operating Partnership issued and outstanding immediately prior to merger was converted into a number of a newly created class of OP Units in HCT Operating Partnership equal to the Exchange Ratio. Subject to the terms of the limited partnership agreement of the HCT Operating Partnership, each OP Unit will be entitled to distributions payable in respect of one share of Ventas common stock and will be redeemable for one share of Ventas common stock, or, at the election of Ventas, an equivalent amount in cash.
- [F4]Terms of the OP Units or LTIP Units, as applicable, were described on the reporting person's Form 4 filed on April 9, 2014.
- [F5]Upon closing of the merger, the HCT Operating Partnership issued 5,613,374 OP Units to HCT SLP, of which 540,320 are attributable to the reporting person. The OP Units were then converted in the merger, as described in Footnote 3 above.
- [F6]OP Units previously reported as held by American Realty Capital Healthcare Advisors, LLC (the "HCT Advisor"), which is 100% owned by ARC V. The reporting person controls ARC V. Shares held by the HCT Advisor were distributed to ARC V and subsequently distributed pro rata to the ultimate owners of ARC V.
- [F7]Upon closing of the merger, the LTIP Units were forfeited.
Documents
Issuer
AMERICAN REALTY CAPITAL HEALTHCARE TRUST INC
CIK 0001499875
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001499875
Filing Metadata
- Form type
- 4
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 8:07 PM ET
- Size
- 18.5 KB