SEC FORM 4

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^*

PASQUALE DOUGLAS M

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE, SUITE 1150

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONWIDE HEALTH PROPERTIES, LLC [ NHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹²⁾	07/01/2011		A		124,129	A	⁽¹²⁾	583,468.5	D
Common Stock⁽¹⁾	07/01/2011		F		57,941	D	$42.27	525,527.5	D
Common Stock⁽²⁾	07/01/2011		D		158,365.54	D	⁽²⁾	367,161.96	D
Common Stock⁽¹¹⁾	07/01/2011		D		32,300	D	⁽¹¹⁾	334,861.96	D
Common Stock⁽³⁾	07/01/2011		D		334,861.96	D	⁽³⁾	0	D
Common Stock⁽¹³⁾	07/01/2011		D		5,500	D	⁽¹³⁾	0	I	By Wifes' IRA⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options - Right to Buy⁽⁵⁾	$18.48	07/01/2011		D			1,233	11/03/2006	11/03/2013	Common Stock	1,233	⁽⁵⁾	0	D
Employee Stock Options - Right to Buy⁽⁶⁾	$18.48	07/01/2011		D			23,767	11/03/2006	11/03/2014	Common Stock	23,767	⁽⁶⁾	0	D
Employee Stock Options - Right to Buy⁽⁷⁾	$21.29	07/01/2011		D			48,000	10/19/2007	10/19/2015	Common Stock	48,000	⁽⁷⁾	0	D
Employee Stock Options - Right to Buy⁽⁸⁾	$25.4	07/01/2011		D			63,597	⁽⁸⁾	02/10/2019	Common Stock	63,597	⁽⁸⁾	0	D
Employee Stock Options - Right to Buy⁽⁹⁾	$31.97	07/01/2011		D			114,200	⁽⁹⁾	02/09/2020	Common Stock	114,200	⁽⁹⁾	0	D
Employee Stock Options - Right to Buy⁽¹⁰⁾	$38.23	07/01/2011		D			108,900	⁽¹⁰⁾	02/15/2021	Common Stock	108,900	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Shares withheld to cover tax withholding due in connection with the vesting of performance shares.

2. Immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger (the "Merger Agreement"), dated February 27, 2011, by and among Ventas, Inc., Needles Acquisition LLC and Nationwide Health Properties, Inc.), 158,365.54 restricted stock units became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $6,630,592.35.

3. At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 263,402 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011.

4. The reporting person disclaims beneficial ownership of these shares held indirectly by such reporting person's wife.

5. At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $28,838.52 (equal to the difference between the VWAP (as defined in the Merger Agreement) of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).

6. At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $555.884.20 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).

7. At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $987,787.62 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).

8. Immediately prior to the Effective Time, 33,767 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 29,830 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,047,373.19 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).

9. Immediately prior to the Effective Time, 76,133 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 38,067 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,130,455.39 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).

10. At the Effective Time, 108,900 stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive 85,660 options to purchase shares of common stock of Ventas, Inc. with an exercise price of $48.60 per share. The stock options will become exercisable as follows: 28,554 on 02/15/2012; 28,553 on 02/15/2013; and 28,553 on 02/15/2014.

11. At the Effective Time, 32,300 restricted stock units were cancelled pursuant to the Merger Agreement in exchange for the right to receive 25,407 restricted stock units of Ventas, Inc. The restricted stock units will vest as follows: 8,469 on 02/15/2012; 8,469 on 02/15/2013 and 8,469 on 02/15/2014.

12. Shares delivered in connection with the vesting of performance shares.

13. At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 4,326 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011.

	/s/ William Wagner, attorney-in-fact	07/06/2011
	** 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).
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