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*
Riddle L Glynn Jr
(Last) (First) (Middle)
1621 GALLERIA BOULEVARD
(Street)
BRENTWOOD TN 37027
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVOCAT INC [ AVCA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP/CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2011
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)
Code V Amount (A) or (D) Price
Common Stock 03/11/2011 A 3,250(1) A $0.00 18,335.909 D
Common Stock 03/14/2011 M 6,430.43 A (2) 24,766.339 D
Common Stock 03/14/2011 D(3) 0.49 D $6.85 24,765.849 D
Common Stock 03/14/2011 F(4) 1,792.94 D $6.85 22,972.909 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
2011 Restricted Stock Units (5) 03/11/2011 A 6,609.71 (6) (6) Common Stock 6,609.71 $38,204.1 6,609.71 D
2010 Restricted Stock Units (7) (8) (8) Common Stock 1,873.62 1,873.62 D
2009 Restricted Stock Units (2) 03/14/2011 M 6,430.43 03/13/2011 03/13/2011 Common Stock 6,430.43 (2) 0 D
Stock Settled Stock Appreciation Right $5.45 06/18/2011(9) 06/18/2020 Common Stock 12,000 12,000 D
Stock Settled Stock Appreciation Right $2.37 03/13/2010(9) 03/13/2019 Common Stock 10,000 10,000 D
Stock Settled Stock Appreciation Right $10.88 03/14/2009(9) 03/14/2018 Common Stock 10,000 10,000 D
Stock Settled Stock Appreciation Right $11.59 03/07/2008(9) 03/07/2017 Common Stock 10,000 10,000 D
Stock Options (right to buy) $5.44 12/13/2005 12/13/2015 Common Stock 50,000 50,000 D
Explanation of Responses:
1. Restricted stock grant that will vest in equal parts over the first three anniversaries of the date of grant.
2. Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 14, 2011, 4,637 of the reporting person's Restricted Stock Units were settled for an equal number of shares of common stock. March 14, 2011 was the first business day on which the 2009 Restricted Stock Units were exercisable.
3. This transaction represents settlement of a fractional share in the settlement of 2009 Restricted Stock Units, as discussed in Note 2, for which Mr. Riddle received $3.36.
4. This transaction represents shares withheld by the Company to cover the tax withholding on Mr. Riddle's settlement of 2009 Restricted Stock Units, resulting in a net issuance of 4,637 shares. See Note 2.
5. Mr. Riddle elected to receive $38,204.10 of his cash bonus for 2010 in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share.
6. The 2011 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2011).
7. These restricted stock units accrued on restricted stock units originally granted to the reporting person in March 2010 and March 2009 in connection with a dividend declared on the Issuer's common stock. When the issuer declares a dividend, the terms of the original restricted stock units automatically entitle the holder to an additional number of restricted stock units equal to the value of the dividend that would have been received on the restricted stock units had they previously been converted into stock, based on the closing price of the stock on the dividend record date. Each restricted stock unit is equal to one share.
8. The 2010 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/15/2010).
9. Vests 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant.
Remarks:
/s/ L. Glynn Riddle, Jr. 03/15/2011
** 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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