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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 (2) | (3) | 03/26/2013 | J | 8,484 | 03/26/2013(4) | (4) | Common Stock | 8,484 | (5) | 8,484 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
O'Neill Donna M. C/O AVIV REIT, INC., 303 W. MADISON SUITE 2400 CHICAGO, IL 60606 |
Chief Accounting Officer |
/s/ Samuel H. Kovitz, as attorney-in-fact | 03/26/2013 | |
**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 dividend equivalent rights payable in cash with respect to stock options that vested upon the initial public offering of Aviv REIT, Inc. (the "Issuer") and that were paid in shares of common stock upon vesting at the initial public offering price of $20 per share. |
(2) | Represents limited partnership units ("OP Units") of Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the "Partnership"), a subsidiary of the Issuer. |
(3) | 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. |
(4) | 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. |
(5) | The OP Units were issued by the Partnership to the reporting person in consideration for the contribution by the reporting person to the Partnership of equity interests in certain entities. The value of the OP Units was $20 per unit as of the date of the Issuer's initial public offering. |