Robert F. Savage Jr - Sep 21, 2021 Form 4 Insider Report for New Senior Investment Group Inc. (SNR)

Role
Director
Signature
/s/ Lori B. Marino, Attorney-in-fact for Robert F. Savage Jr.
Stock symbol
SNR
Transactions as of
Sep 21, 2021
Transactions value $
$0
Form type
4
Date filed
9/23/2021, 04:15 PM
Previous filing
May 28, 2021
Next filing
Jan 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNR Common Stock Disposed to Issuer -344K -100% 0 Sep 21, 2021 Direct F1
transaction SNR Common Stock Disposed to Issuer -15.1K -100% 0 Sep 21, 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SNR Stock Options (Right to Buy) Disposed to Issuer -5K -100% 0 Sep 21, 2021 Common Stock 5K $6.49 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert F. Savage Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 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.
F3 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.