| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNR | Common Stock | Disposed to Issuer | -40,128 | -100% | 0 | 21 Sep 2021 | Direct | F1 | ||
| transaction | SNR | Common Stock | Disposed to Issuer | -21,097 | -100% | 0 | 21 Sep 2021 | Direct | F2 | ||
| transaction | SNR | Common Stock | Disposed to Issuer | -36,754 | -100% | 0 | 21 Sep 2021 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNR | Performance-Based Restricted Stock Units | Disposed to Issuer | -239,297 | -100% | 0 | 21 Sep 2021 | Common Stock | 239,297 | Direct | F4 | |||
| transaction | SNR | Stock Options (Right to Buy) | Disposed to Issuer | -312,500 | -100% | 0 | 21 Sep 2021 | Common Stock | 312,500 | $5.61 | Direct | F5 |
Lori B. Marino is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among New Senior Investment Group Inc., a Delaware corporation ("New Senior"), Ventas, Inc., a Delaware corporation ("Ventas") and Cadence Merger Sub LLC, a Delaware limited liability company and subsidiary of Ventas, each outstanding share of New Senior common stock, par value $0.01 ("Common Stock"), was converted into the right to receive 0.1561 (the "Exchange Ratio") of a newly issued share of Ventas common stock, par value $0.25 per share ("Ventas Common Stock"). Holders of record of Common Stock will receive cash in lieu of fractional shares. |
| F2 | Pursuant to the Merger Agreement, each outstanding New Senior restricted stock award became fully vested and was canceled and retired and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such restricted stock award, less applicable withholding taxes. |
| F3 | Pursuant to the Merger Agreement, each outstanding New Senior restricted stock unit award became fully vested and was canceled and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such restricted stock unit award, less applicable withholding taxes. |
| F4 | Pursuant to the Merger Agreement, each outstanding New Senior performance-based restricted stock unit award became fully vested and was canceled and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such performance-based restricted stock unit award (assuming achievement of performance measures based on maximum performance). |
| F5 | Pursuant to the Merger Agreement, each outstanding New Senior stock option became fully vested and was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of (i) $8.82 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of Common Stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding New Senior stock option with an exercise price equal to or greater than $8.82 was canceled for no consideration. |