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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 | ||||||||
OP Units (1) | (2) | 03/26/2013 | J | 20,235 | 03/26/2013(3) | (3) | Common Stock | 20,235 | (4) | 20,235 | D | ||||
OP Units (1) | (2) | 03/26/2013 | J | 647,038 | 03/26/2013(3) | (3) | Common Stock | 647,038 | (4) | 647,038 | I | By the ZK Gift Trust FBO Ari U/A/D 8/31/06 | |||
OP Units (1) | (2) | 03/26/2013 | J | 36,770 | 03/26/2013(3) | (3) | Common Stock | 36,770 | (4) | 36,770 | I | By the Estate of Vicki Karkomi | |||
OP Units (1) | (2) | 03/26/2013 | J | 1,096,515 | 03/26/2013(3) | (3) | Common Stock | 1,096,515 | (4) | 1,096,515 | I | By the ZK Gift Trust FBO Vicki Karkomi | |||
OP Units (1) | (2) | 03/26/2013 | J | 35,788 | 03/26/2013(3) | (3) | Common Stock | 35,788 | (4) | 35,788 | I | By Highland Leasehold Inc. (5) | |||
OP Units (1) | (2) | 03/26/2013 | J | 63,118 | 03/26/2013(3) | (3) | Common Stock | 63,118 | (4) | 63,118 | I | By Yuba Nursing Homes Inc. (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ryan Ari 10727 WILSHIRE BLVD. #2001 LOS ANGELES, CA 90024 |
X |
/s/ Ari Ryan | 03/27/2013 | |
**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) | Represents limited partnership units ("OP Units") of Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the "Partnership"), a subsidiary of the Issuer. |
(2) | Each OP Unit is redeemable for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for one share of the Issuer's common stock. |
(3) | The OP Units became redeemable for the Issuer's common stock on March 26, 2013, upon the consummation of the initial public offering of the Issuer and pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Partnership. The OP Units have no expiration date. |
(4) | The OP Units were issued by the Partnership in consideration for the contribution to the Partnership of equity interest in certain entities. The value of the OP Units was $20 per unit as of the date of the Issuer's initial public offering. |
(5) | The reporting person disclaims beneficial ownership to the extent he does not have a pecuniary interest in the securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or any other purpose. |