Lucinda M. Baier - Feb 15, 2024 Form 4 Insider Report for Brookdale Senior Living Inc. (BKD)

Role: President and CEO, Director
Signature: /s/ Chad C. White, By Power of Attorney
Stock symbol: BKD
Transactions as of: Feb 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/20/2024, 07:18 PM
Previous filing: Mar 1, 2023
Next filing: Feb 28, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BKD	Common Stock	Award	$0	+397K	+15.76%	$0.00	2.92M	Feb 15, 2024	Direct	F1
transaction	BKD	Common Stock	Award	$0	+216K	+7.39%	$0.00	3.14M	Feb 15, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Grant of time-based restricted stock units under the Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan. Such restricted stock units are eligible to vest ratably in three annual installments beginning February 27, 2025, subject to continued employment. Each restricted stock unit is generally payable in the form of one share of the issuer's common stock upon vesting. This Form 4 does not report the grant of performance-based restricted stock units to the reporting person on February 15, 2024, which will be eligible to vest and be paid with respect to 397,456 shares of the issuer's common stock at target performance levels. The actual number of shares of the issuer's common stock, if any, that become payable under such performance-based restricted stock units will be reported following conclusion of the applicable performance periods.
F2	On February 15, 2024, the Compensation Committee determined the level of achievement of two tranches of performance-based restricted stock units previously awarded to the reporting person on February 10, 2022 and February 15, 2023 for the performance period ended December 31, 2023. Each performance-based restricted stock unit reported herein is generally payable in the form of one share of the issuer's common stock upon vesting. Such performance-based restricted stock units are generally eligible to vest on February 27, 2025 and February 27, 2026, respectively, subject to continued employment.

Content

Grant of time-based restricted stock units under the Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan. Such restricted stock units are eligible to vest ratably in three annual installments beginning February 27, 2025, subject to continued employment. Each restricted stock unit is generally payable in the form of one share of the issuer's common stock upon vesting. This Form 4 does not report the grant of performance-based restricted stock units to the reporting person on February 15, 2024, which will be eligible to vest and be paid with respect to 397,456 shares of the issuer's common stock at target performance levels. The actual number of shares of the issuer's common stock, if any, that become payable under such performance-based restricted stock units will be reported following conclusion of the applicable performance periods.

On February 15, 2024, the Compensation Committee determined the level of achievement of two tranches of performance-based restricted stock units previously awarded to the reporting person on February 10, 2022 and February 15, 2023 for the performance period ended December 31, 2023. Each performance-based restricted stock unit reported herein is generally payable in the form of one share of the issuer's common stock upon vesting. Such performance-based restricted stock units are generally eligible to vest on February 27, 2025 and February 27, 2026, respectively, subject to continued employment.