SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Diversicare Healthcare Services, Inc. [ DVCR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/10/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/10/2018 | M | 9 | A | $0.00(1) | 10,703 | D | |||
Common Stock | 03/11/2018 | M | 30 | A | $0.00(2) | 10,733 | D | |||
Common Stock | 35,000 | I | In IRA | |||||||
Common Stock | 185,000 | I | Jointly held with Spouse | |||||||
Common Stock | 7,500 | I | In Spouse's IRA | |||||||
Common Stock | 1,017,600 | I | Owned by Marlin Capital Partners, LLC(3) | |||||||
Common Stock | 15,000 | I | Owned by Dependent Children(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Dividend Equivalent Rights on 2015 Restricted Shares | (5) | 03/10/2018 | M | 9 | (5) | (5) | Common Stock | 9 | $0.00(1) | 0 | D | ||||
Dividend Equivalent Rights on 2016 Restricted Shares | (6) | 03/11/2018 | M | 30 | (6) | (6) | Common Stock | 30 | $0.00(2) | 31.72 | D | ||||
Dividend Equivalent Rights on 2017 Restricted Shares | (7) | (7) | (7) | Common Stock | 43.23 | 43.23 | D | ||||||||
Stock Settled Stock Appreciation Right | $5.45 | (8) | 06/18/2020 | Common Stock | 1,000 | 1,000 | D | ||||||||
Stock Settled Stock Appreciation Right | $2.37 | (8) | 03/13/2019 | Common Stock | 1,000 | 1,000 | D | ||||||||
Stock Options (right to buy) | $10.8 | (8) | 03/12/2018 | Common Stock | 15,000 | 15,000 | D |
Explanation of Responses: |
1. Represents vesting of Dividend Equivalent Rights on 2015 Restricted Stock. |
2. Represents vesting of Dividend Equivalent Rights on 2016 Restricted Stock. |
3. Mr. McCurdy is the Managing Partner of Marlin Capital Partners, LLC. |
4. This reporting person disclaims beneficial ownership of shares held by his children except to the extent of his pecuniary interest therein. |
5. These dividend equivalent rights accrued on shares of restricted stock granted on March 10, 2015 and will vest as the underlying shares vest. |
6. These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2016 and will vest as the underlying shares vest. |
7. These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2017 and will vest as the underlying shares vest. |
8. Vests 1/3 on first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant. |
Remarks: |
Exhibit List Exhibit 24 - Power of Attorney |
/s/ Jonathan D. Stanley, Attorney-in-Fact for Chad A. McCurdy | 03/13/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |