Exhibit 3.73
Exhibit 3.73
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Filed in the office of Document Number
20140371314-56
Ross Miller Secretary of State State of Nevada
Filing Date and Time
05/21/2014 1:10 PM
Entity Number
E0268922014-2
Articles of Organization Limited-Liability Company
(PURSUANT TO NRS CHAPTER 86)
USE BLACK INK ONLY—DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of Limited- Liability Company:
(must contain approved limited-liability company wording; see instructions)
Wisteria MergerSub LLC
Check box if a Series Limited-Liability Company
Check box if a Restricted Limited- Liability Company
2. Registered Agent for Service of Process: (check only one box)
commercial Registered Agent: National Pegistered Agents, Inc. of NV
Office or Position with Entity ‘—’ (name and address below)
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity
Nevada
Citu Zip Code
Street Address
Nevada
Mailing Address (if different from street address) City Zip Code
3. Dissolution Latest date upon which the company is to dissolve (if existence is not perpetual):
4. Management:
(required) Company shall be managed by: f~\ Manager(s) OR Member(s)
(check only one box)
5. Name and Address of each Manager or Managing Member:
(attach additional page if more than 3) 1) The Engisn Group, Inc
Name
1) The Engisn Group, Inc.
Name
27101 Pueria Real, Suite 450 Mission Viejo CA 92691
Street Address City State Zip Code
2)
Name
Street Address City State Zip Code
3)
Name
Street Address City State Zip Code
6. Effective Date and Time: (optional)
7. Name, Address and Signature of Organizer: (attach additional page if more than 1 organizer) Effective Date: Effective Time:
I declare, to the best of my knowledge under penalty of perjury, that the information confirmed hearth a cored and acknowledge that pursuant to NRS 230.330, It is a category C felony to knowingly after any faults or forged instrument for filing in the office of the Secretary of State.
Mary E. Keogh
Name Organizer Signature
One Rodney Square, 920 N. King Street Wilmington DE 19801
Street Address City State Zip Code
8. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity.
Bonnie A Schuman Asst. Secretary
05/21/2014
Authorized Signature of Registertd Agent or On Behalf of Registered Agent Entity Date
Nevada Secretary of State NRS 86 DLLC Articles
Revised 7-96-13
Exhibit 3.73
Exhibit 3.73
ROSS MILLER *092601*
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Amendment to Articles of Organization
(PURSUANT TO NRS 86.216)
Filed in the office of Document Number
20140372824-43
Ross Miller Secretary of State State of Nevada
Filing Date and Time
05/22/2014 8:18 AM
Entity Number
E0268922014-2
USE BLACK INK ONLY—DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization
For a Nevada Limited-Liabilitv Company
Before Issuance of Members Interest (Pursuant to NRS 86.216)
1. Name of limited-liability company:
Wisteria MergerSub LLC
2. The articles have been amended as follows: (provide article numbers, if available)*
5. Name and Address of Member
The Ensign Group, Inc.,
27101 Puerta Real, Suite 450, Mission Viejo, CA 92691
3. The effective date and time of filing: (optional) Date: Time:
(must not be later than 90 days after the certificate is filed)
4. As of the date of this certificate, no member’s interest in the limited-liability company has been issued.
5. Signatures represent at least 2/3 of the (check one)**:
Organizers Managers
Signature Signature
* 1) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”
2) If adding managers, provide names and addresses.
** If more than two signatures, attach a plain 81/2” x 11” sheet with the additional signatures.
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State 86.216 dllc Amendment
Revised: 8-31-11
ROSS MILLER *092601*
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Amendment to Articles of Organization
(PURSUANT TO NRS 86.216)
Filed in the office of Document Number
20140372824-43
Ross Miller Secretary of State State of Nevada
Filing Date and Time
05/22/2014 8:18 AM
Entity Number
E0268922014-2
USE BLACK INK ONLY—DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization
For a Nevada Limited-Liabilitv Company
Before Issuance of Members Interest (Pursuant to NRS 86.216)
1. Name of limited-liability company:
Wisteria MergerSub LLC
2. The articles have been amended as follows: (provide article numbers, if available)*
5. Name and Address of Member
The Ensign Group, Inc.,
27101 Puerta Real, Suite 450, Mission Viejo, CA 92691
3. The effective date and time of filing: (optional) Date: Time:
(must not be later than 90 days after the certificate is filed)
4. As of the date of this certificate, no member’s interest in the limited-liability company has been issued.
5. Signatures represent at least 2/3 of the (check one)**:
Organizers Managers
Signature Signature
* 1) If amending company name, it must contain the words “Limited-Liability Company,” “Limited Company,” or “Limited or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”
2) If adding managers, provide names and addresses.
** If more than two signatures, attach a plain 81/2” x 11” sheet with the additional signatures.
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State 86.216 dllc Amendment
Revised: 8-31-11
ROSS MILLER
Secretary of Stats
204 North Canon Street, Suite 1
Carson City, Nevada 8S7Q1-4S20 iftstmsm
Website: www.iwfros.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
Filed in the office of Document Number
20140380072-17
Rose Miller Filing Date and Time
05/23/2014 4:59 PM
Secretary of Stale Entity Number
State of Nevada EO268922014-2
ABOVE SPACE IS FOR OFFICE USE ONLY
USE BLACK INK ONLY-DO NOT HIGHILIGHT
AftScies of Wtertaar
(Pursuant to NRS Chapter 92A)
1) Name and jurisdiction of organization of each constituent entity (NRS 92A 200):
If there are more than four merging entities, check box and attach an 8 1/2“ x 11” blank sheet containing the required information for each additional entity from article one.
Wisteria Health Holdings LLC
Name of merging entity
Nevada Limited Liability Company
Jurisdiction Entity type*
Name of merging entity
Jurisdiction Entity type*
Name of merging entity
Jurisdiction Entity type*
Name of merging entity
Jurisdiction Entity type*
And
Wisteria MergerSub LLC
Name of merging entity
Nevada Limited Liability Company
Jurisdiction Entity type*
* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust Filing Fee: $350.00
This form must be accompanised by appropriate fees.
Nevada Secretary of State 92A Marger Page 1 Revised: 8-31-14
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
USE BLACK INK ONLY—DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (lf a foreign entity is the survivor in the merger—NRS 92A.190):
Attn:
c/o
3) Choose one:
The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92a.200)
The undersigned declares that a plan of merger has been adopted by parent domestic entity (NRS 92a.180)
4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, each entity):
If there are more than four merging entitles, check box and attach an 8 1/2“ x 11” blank sheet containing the required Information for each additional entity from the approprist section of article four.
(a) | | Owner’s approval was not required from |
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and , or
Name of merging entity, if applicable
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 2
Revised 3-31-11
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-6708
Website: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
USE BLACK INK ONLY—DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(b) The plan was approved by the required consent of the owners of:
Wisteria Health Holdings LLC
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or,
Wisteria MergerSub LLC
Name of surviving entity, if applicable
Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merge.
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 3
Revised 8-31-11
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-6708
Website: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
USE BLACK INK ONLY—DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(C) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.150):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or,
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 4
Revised. 8-31-11
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
| | |
USE BLACK INK ONLY- DO NOT HIGHLIGHT | | ABOVE SPACE IS FOR OFFICE USE ONLY |
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*
Section 1 of the Articles of Organization of Wisteria MergerSub LLC is amended as follow:
1. Name of Limited Liability Company: Wisteria Health Holding LLC
6) Location of Plan of Merger (check a or b):
(a) The entire plan of merger is attached:
or,
(b) The entire plan of merger is on file at the registered office of the surviving corporation , limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date and time of filling: (optional) (must not be later than 90 days after the certificate is filed)
Date: May 30, 2014 Time: 12:10 a.m.
* | | Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent. Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendment to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. |
| | |
This form must be accompanied by appropriate fees. | | Nevada Secretary of State 92A Merger Page 5 |
Revised: 8-31-11
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-6708
Website: www.nvsos.gov
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
USE BLACK INK ONLY—DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
(C) Signatures – Must be signed by: An officer of each Nevada Corporation; All general partners of each Nevada limited partnership: All general partners of each Nevada limited-liablity limited partnership; A manager of each Nevada limited liability company with managers or one member if there are no managers; a trustee of each Nevada business trust (HRS 92A.230)”
If there are more than four merging entities, check box and attached an 8 1/2“ x 11” blank sheet containing the required information for each additional entity from article eight
Wisteria Health Holdings LLC
Name of merging entity Gregory K. seapley, as EVP of The Ensign Group, inc.,
X as sole member 5/22/14
Signature Title Date
Name of merging entity
X
Signature Title Date
X
Signature Title Date
X
Signature Title Date
and
Wisteria Merging LLC
Name of surviving entity Gregory K. Stapley, as The Ensign Group, Inc.,
X as sole member 5/22/14
Signature Title Date
* The articles of merger list must be signed by each foreign constituent entity in the manner provided by the law governing it NRS 92A.230) Additional signature blocks may be added to this page f as an attachment as needed
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 4
Revised 3-31-11
INITIAL/ANNUAL LIST OF MANAGERS OR MANAGING MEMBERS AND STATE BUSINESS LICENSE APPLICATION OF:
ENTITY NUMBER
E0268922014-2
Wisteria Health Holdings LLC
NAME OF LIMITED LIABILITY COMPANY
Filed in the office of Document Number
20140461794-79
Ross Miller Secretary of State State of Nevada
Filing Date and Time
06/25/2014 2:55 PM
Entity Number
E0268922014-2
FOR THE FILING PERIOD OF
06/2014 TO 06/2015
ABOVE SPACE IS FOR OFFICE USE ONLY
USE BLACK INK ONLY—DO NOT HIGHLIGHT
**YOU MAY FILE THIS FORM ONLINE ATwww.nvsllverflume.gov**
Return one file stamped copy. (If filing not accompanied by order instructions, file stamped copy will be sent to registered agent).
IMPORTANT: Read Instructions before completing and returning this form.
1. Print or type names and addresses, either residence or business, for all manager or managing members. A Manager, or If none, a Managing Member of the LLC must sign the form. FORM WILL BE RETURNED IF UNSIGNED.
2. If there are additional managers or managing members, attach a list of them to this form.
3. Return completed form with the fee of $125.00. A $75.00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before Its due date shall be deemed an amended list for the previous year.
4. Slate business license fee is $200.00. Effective 2/1/2010, $100.00 must be added for failure to Ale form by deadlne.
5. Make your check payable to the Secretary of State.
6. Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate Instructions must accompany your order.
7. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201, (776) 684-5708.
8. Form must be In the possession of the Secretary of Stale on or before the last day of the month In which It Is due. (Postmark dale Is not accepted as recelpf date.) Forms received after due date will be returned for additional tees and penalties. Failure to incbde annual list and business license fees will result in rejection of filing.
ANNUAL LIST FILING FEE: $125.00 LATE PENALTY: $75.00 (If filing late) BUSINESS LICENSE. .FEE: $200.00 LATE PENALTY: $100.00 (If filing late)
FOR THE FILING PERIOD OF
NAME OF LIMITED-LIABILITY COMPANY
CHECK ONLY IF ALLPLICAPLE AND ENTER EXEMPTION CODE IN BOX BELOW
Pursuant to NRS chapter 76, this entity is exempt from the business license fee. Exmption code:
NOTE: If claiming an exemption, a notarized Declaration of Eilgibility form must be attched , failure to attach the Declaration of Eligibility from will result in rejection, which could result in late fees,
NRS 76.020 Exemption codes
001-Govermmental Entitiy
005 – Motion Picture company 006-NRS 680B.020 insurance Co.
Name
CTR Partnership, L.P.
MANAGER OR MANAGING MEMBER
ADDRESS CITY STATE ZIP CODE
27101 Puerta Real, Suite 400 Mission Viejo CA 92691
Name
MANAGER OR MANAGING MEMBER
ADDRESS CITY STATE ZIP CODE
Name
MANAGER OR MANAGING MEMBER
ADDRESS CITY STATE ZIP CODE
Name
MANAGER OR MANAGING MEMBER
ADDRESS CITY STATE ZIP CODE
None of the managers or managing members identified in the list of managers and managing members has been identified with the fraudulent Intent ol concealing the Identity of any person or persons exercising the power or authority ot a manager or managing member In furtherance of any unlawful conducL
t declare, to the best of my knowledge under penalty of perjury, that the Information contained heroin b correct and acknowledge that pursuant to NRS 239.330, It Is a category C felony to knowingly offer any false or forged Instrument for filing In the Office of the Secretary of State.
CTR Partnership, L.P., Member,
Title By: Care Trust GP, LLc, its General Partner
By: CareTrust REIT, Inc, its Member,
By: William Wagner
Title: Chief financial Officer
Date
06/25/2014
Nevada Secreatary of State List Manormem Revised: 8-8-13
Signature of Manager, Managing Member or Other Authorized Signature
