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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENSIGN GROUP, INC [ ENSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/03/2017 | M | 366 | A | $6.42 | 49,141 | D | |||
Common Stock | 01/03/2017 | S(1) | 366 | D | $22.52 | 48,775 | D | |||
Common Stock | 01/03/2017 | M | 11,130 | A | $7.38 | 59,905 | D | |||
Common Stock | 01/03/2017 | S(1) | 11,130 | D | $22.217(2) | 48,775 | D | |||
Common Stock | 01/03/2017 | M | 14,664 | A | $7.86 | 63,439 | D | |||
Common Stock | 01/03/2017 | S(1) | 14,664 | D | $22.26(3) | 48,775 | D | |||
Common Stock | 01/03/2017 | M | 5,864 | A | $7.96 | 54,639 | D | |||
Common Stock | 01/03/2017 | S(1) | 5,864 | D | $22.237(4) | 48,775 | D | |||
Common Stock | 01/03/2017 | M | 5,498 | A | $9.75 | 54,273 | D | |||
Common Stock | 01/03/2017 | S(1) | 5,498 | D | $22.344(5) | 48,775 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $6.42 | 01/03/2017 | M | 366 | 10/27/2012(6) | 10/27/2021 | Common Stock | 366 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $7.38 | 01/03/2017 | M | 11,130 | 02/08/2013(7) | 02/08/2022 | Common Stock | 11,130 | $0 | 3,666(8) | D | ||||
Employee Stock Option (right to buy) | $7.86 | 01/03/2017 | M | 14,664 | 07/26/2013(9) | 07/26/2022 | Common Stock | 14,664 | $0 | 3,666(10) | D | ||||
Employee Stock Option (right to buy) | $7.96 | 01/03/2017 | M | 5,864 | 10/31/2013(11) | 10/31/2022 | Common Stock | 5,864 | $0 | 1,468(12) | D | ||||
Employee Stock Option (right to buy) | $9.75 | 01/03/2017 | M | 5,498 | 06/12/2014(13) | 06/12/2023 | Common Stock | 5,498 | $0 | 3,666(14) | D |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on November 14, 2016. |
2. This transaction was executed in multiple trades at prices ranging from $22.14 to $22.34. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
3. This transaction was executed in multiple trades at prices ranging from $22.13 to $22.37. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
4. This transaction was executed in multiple trades at prices ranging from $22.11 to $22.45. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
5. This transaction was executed in multiple trades at prices ranging from $22.15 to $22.52. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
6. The option was granted on October 27, 2011, and became exercisable in five equal annual installments beginning on October 27, 2012, which was the first anniversary of the date on which the option was granted. |
7. The option was granted on February 8, 2012, and became exercisable in five equal annual installments beginning on February 8, 2013, which was the first anniversary of the date on which the option was granted. |
8. The number of securities reported in the second row of column 9 represent unvested time-based options that are scheduled to vest on Feburary 8, 2017 and February 8, 2018. |
9. The option was granted on July 26, 2012, and became exercisable in five equal annual installments beginning on July 26, 2013, which was the first anniversary of the date on which the option was granted. |
10. The number of securities reported in the third row of column 9 represent unvested time-based options that are scheduled to vest on July 26, 2017 and July 26, 2018. |
11. The option was granted on October 31, 2012, and became exercisable in five equal annual installments beginning on October 31, 2013, which was the first anniversary of the date on which the option was granted. |
12. The number of securities reported in the fourth row of column 9 represent unvested time-based options that are scheduled to vest on October 31, 2017 and October 31, 2018. |
13. The option was granted on June 12, 2013, and became exercisable in five equal annual installments beginning on June 12, 2014, which was the first anniversary of the date on which the option was granted. |
14. The number of securities reported in the fifth row of column 9 represent unvested time-based options that are scheduled to vest on June 12, 2017, June 12, 2018, and June 12, 2019. |
Remarks: |
/s/ Chad A. Keetch | 01/05/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |