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*
Weil Edward M Jr.

(Last) (First) (Middle)
405 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN REALTY CAPITAL HEALTHCARE TRUST INC [ HCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. & Secty
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2015
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 01/16/2015 D 6,259(2) D $0(1) 0 D
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
Operating Partnership Units $0 01/16/2015 J(3) 7 (4) (4) Common Stock 7 (4) 0 D(6)
Operating Partnership Units $0 01/16/2015 J(3) 2,931 (4) (4) Common Stock 2,931 (4) 0 D(6)
Operating Partnership Units $0 01/16/2015 J(3) 47,855 (4) (4) Common Stock 47,855 (4) 0 D(6)
Operating Partnership Units $0 01/16/2015 J(5) 140,622 (5) (5) Common Stock 140,622 (5) 0 D
LTIP Units $0 01/16/2015 J(7) 9,219,108 (4) (4) Common Stock 9,219,108 (4) 0 I See footnote(4)
Explanation of Responses:
1. Disposed of 6,259 shares of common stock of American Realty Capital Healthcare Trust, Inc. (the "Issuer") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2014, by and among the Issuer, Ventas, Inc. ("Ventas"), Stripe Sub, LLC, Stripe OP, LP and American Realty Capital Healthcare Trust Operating Partnership, L.P. (the "HCT Operating Partnership"). On Jan. 16, 2015 (the "Closing Date") pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock was exchanged for 0.1688 shares (the "Exchange Ratio") of Ventas's common stock. At the close of business on Jan. 16, 2015, the Closing Date, the closing price of Ventas's common stock was $78.00 per share. Cash was paid in lieu of fractional shares.
2. Includes 12,712 shares previously reported as held by American Realty Capital Healthcare Special Limited Partnership, LLC (the "HCT SLP"), which is 100% owned by American Realty Capital V, LLC ("ARC V"). The reporting person controls ARC V. Shares held by the HCT SLP were distributed to ARC V and subsequently distributed pro rata to the ultimate owners of ARC V.
3. On the Closing Date, each operating partnership unit (an "OP Unit") of the HCT Operating Partnership issued and outstanding immediately prior to merger was converted into a number of a newly created class of OP Units in HCT Operating Partnership equal to the Exchange Ratio. Subject to the terms of the limited partnership agreement of the HCT Operating Partnership, each OP Unit will be entitled to distributions payable in respect of one share of Ventas common stock and will be redeemable for one share of Ventas common stock, or, at the election of Ventas, an equivalent amount in cash.
4. Terms of the OP Units or LTIP Units, as applicable, were described on the reporting person's Form 4 filed on April 9, 2014.
5. Upon closing of the merger, the HCT Operating Partnership issued 5,613,374 OP Units to HCT SLP, of which 140,622 are attributable to the reporting person. The OP Units were then converted in the merger, as described in Footnote 3 above.
6. OP Units previously reported as held by American Realty Capital Healthcare Advisors, LLC (the "HCT Advisor"), which is 100% owned by ARC V. The reporting person controls ARC V. Shares held by the HCT Advisor were distributed to ARC V and subsequently distributed pro rata to the ultimate owners of ARC V.
7. Upon closing of the merger, the LTIP Units were forfeited.
/s/ Edward M. Weil, Jr. 01/21/2015
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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