Diversicare Healthcare Services (DVCR) Form 4 Diversicare Healthcare Services / James Reed Jr. McKnight ownership change

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^*

McKnight James Reed Jr.

(Last) (First) (Middle)

1621 GALLERIA BOULEVARD

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diversicare Healthcare Services, Inc. [ DVCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/13/2019		M		192	A	$0.00(1)	85,909	D
Common Stock	03/13/2019		F		1,061	D	$3.93(2)	84,848	D
Common Stock	03/13/2019		M		101	A	$0.00(3)	84,949	D
Common Stock	03/13/2019		F		1,039	D	$3.93(4)	83,910	D
Common Stock	03/13/2019		M		4,523	A	$0.00(5)	88,433	D
Common Stock	03/13/2019		F		1,101	D	$3.93(6)	87,332	D
Common Stock	03/13/2019		A		65,000	A	$0.00(7)	152,332	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
2019 Restricted Stock Units	(8)	03/13/2019		A		10,239.52		(9)	(9)	Common Stock	10,239.52	$0.00	10,239.52	D
Dividend Equivalent Rights on 2017 Restricted Shares	(10)	03/13/2019		M			192	(10)	(10)	Common Stock	192	$0.00(1)	193.5	D
Dividend Equivalent Rights on 2018 Restricted Shares	(11)	03/13/2019		M			101	(11)	(11)	Common Stock	101	$0.00(3)	200.5	D
2017 Restricted Stock Units	(12)	03/13/2019		M			4,523.45	(13)	(13)	Common Stock	4,523.45	$0.00(14)	0	D
2018 Restricted Stock Units	(12)							(15)	(15)	Common Stock	3,913.27		3,913.27	D

Explanation of Responses:

1. Represents vesting of Dividend Equivalent Rights on 2017 Restricted Stock.

2. This transaction represents shares withheld by the Company for tax withholdings on Mr. McKnight's vesting of 2017 Restricted Stock.

3. Represents vesting of Dividend Equivalent Rights on 2018 Restricted Stock.

4. This transaction represents shares withheld by the Company for tax withholdings on Mr. McKnight's vesting of 2018 Restricted Stock.

5. Represents vesting of 2017 Restricted Stock Units.

6. This transaction represents shares withheld by the Company to cover the tax withholding on Mr. McKnight's settlement of 2017 Restricted Stock Units.

7. Restricted stock grant that will vest in equal parts over the first three anniversaries of the date of grant.

8. Mr. McKnight elected to receive $34,200 of his cash bonus for 2018 in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share.

9. The 2019 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/13/2019).

10. These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2017 and will vest as the underlying shares vest.

11. These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2018 and will vest as the underlying shares vest.

12. Each restricted stock unit is equal to one share. There are dividend equivalent rights accruing on restricted stock units.

13. The 2017 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/13/2017).

14. Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 13, 2019, 4,523.45 of the reporting person's Restricted Stock Units were settled for 4,523 shares of common stock.

15. The 2018 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/13/2018).

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Susan V. Sidwell, Attorney-In-Fact for James R. McKnight, Jr.	03/15/2019
	** Signature of Reporting Person	Date
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