SEC Form 4
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*
Baty Stanley L

(Last) (First) (Middle)
C/O EMERITUS CORPORATION
3131 ELLIOTT AVE, STE 500

(Street)
SEATTLE WA 98121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMERITUS CORP\WA\ [ ESC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% 13d group
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 06/04/2013 M 7,500 A $16.01 120,941 D
Common Stock 661,525 I By B.F., Limited Partnership(1)
Common Stock 23,024 I By Trust FBO Bennett Baty(2)
Common Stock 23,024 I By Trust FBO Calder Baty(2)
Common Stock 23,024 I By Trust FBO Lauren Baty(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Nonemployee Director Stock Option (right to buy) $16.01 06/04/2013 M 7,500 (3) 05/09/2022 Common Stock 7,500 $0.0000 0.0000 D
Explanation of Responses:
1. These securities are held in the name of B.F., Limited Partnership, a Washington limited partnership, of which the reporting person is a 22.41% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by B.F., Limited Partnership. The reporting person is a Vice President of Columbia-Pacific Group, Inc., a Washington corporation, which is the general partner of B.F., Limited Partnership.
2. Represents the proportionate ownership interest in securities held by B.F., Limited Partnership attributable to the 0.78% limited partnership interest in B.F., Limited Partnership held by such trust. The reporting person is a Vice President of Columbia-Pacific Group, Inc., a Washington corporation, which is the general partner of B.F., Limited Partnership. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. The entire option vested on the day immediately prior to the next annual meeting of shareholders of the issuer after the grant date.
/s/ Stanley L. Baty 06/06/2013
** 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.