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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
EMERITUS CORP\WA\ [ ESC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
11/22/2005 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 10/23/2006 | G ( 1 ) | 26,189 ( 2 ) | D | $0 | 804,805 | I | By B.F., Limited Partnership ( 3 ) | ||
Common Stock | 10/23/2006 | G ( 1 ) | 26,189 ( 2 ) | D | $0 | 778,616 | I | By B.F., Limited Partnership ( 3 ) | ||
Common Stock | 10/23/2006 | G ( 1 ) | 26,189 ( 2 ) | D | $0 | 752,427 | I | By B.F., Limited Partnership ( 3 ) | ||
Common Stock | 03/28/2007 | J ( 4 ) | 9,429 | A | $0 | 761,856 | I | By B.F., Limited Partnership ( 5 ) | ||
Common Stock | 10/23/2006 | G ( 1 ) | 328 ( 2 ) | D | $0 | 10,085 | I | By Catalina General LP ( 6 ) | ||
Common Stock | 10/23/2006 | G ( 1 ) | 328 ( 2 ) | D | $0 | 9,757 | I | By Catalina General LP ( 6 ) | ||
Common Stock | 10/23/2006 | G ( 1 ) | 328 ( 2 ) | D | $0 | 9,429 | I | By Catalina General LP ( 6 ) | ||
Common Stock | 12/20/2005 | P | 464 | A | $18.99 | 5,365 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 12/21/2005 | P | 464 | A | $19 | 5,829 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 12/22/2005 | P | 755 | A | $19.8 | 6,584 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 12/22/2005 | P | 19 | A | $19.73 | 6,603 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 12/23/2005 | P | 464 | A | $20 | 7,067 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 12/27/2005 | P | 464 | A | $20.34 | 7,531 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 12/28/2005 | P | 464 | A | $21.55 | 7,995 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/14/2006 | P | 309 | A | $17.15 | 8,304 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/15/2006 | P | 309 | A | $16.75 | 8,613 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/16/2006 | P | 161 | A | $16.82 | 8,774 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/16/2006 | P | 93 | A | $16.85 | 8,867 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/16/2006 | P | 31 | A | $16.8 | 8,898 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/16/2006 | P | 25 | A | $16.81 | 8,923 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/17/2006 | P | 179 | A | $17.45 | 9,102 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/17/2006 | P | 62 | A | $17.4 | 9,164 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/17/2006 | P | 37 | A | $17.2 | 9,201 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/17/2006 | P | 31 | A | $17.35 | 9,232 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/18/2006 | P | 173 | A | $17.54 | 9,405 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/21/2006 | P | 80 | A | $17.57 | 9,485 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/23/2006 | P | 291 | A | $18.2 | 9,776 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/23/2006 | P | 19 | A | $18.14 | 9,795 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/24/2006 | P | 309 | A | $18.27 | 10,104 | I | By Catalina General LP ( 7 ) | ||
Common Stock | 08/25/2006 | P | 309 | A | $18.4 | 10,413 | I | By Catalina General LP ( 7 ) |
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 | ||||||||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 607 ( 2 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 18,659 | I | By Catalina General LP ( 6 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 607 ( 2 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 17,445 | I | By Catalina General LP ( 6 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 607 ( 2 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 18,052 | I | By Catalina General LP ( 6 ) | |||
6.25% Convertible Subordinated Debentures due 2006 | $22 | 11/22/2005 | D ( 8 ) | 19,266 | ( 9 ) | 01/01/2006 | Common Stock | 19,266 | $0 | 0 | I | By Catalina General LP ( 7 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 11/22/2005 | A ( 8 ) | 19,266 | 11/22/2005 | 07/01/2008 | Common Stock | 19,266 | $0 | 19,266 | I | By Catalina General LP ( 7 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 17,445 | 11/22/2005 | 07/01/2008 | Common Stock | 17,445 | $0 | 0 | I | By Catalina General LP ( 10 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 1,268 ( 2 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 38,962 | I | By Columbia Select LP ( 11 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 1,268 ( 2 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 37,694 | I | By Columbia Select LP ( 11 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 1,268 ( 2 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 36,426 | I | By Columbia Select LP ( 11 ) | |||
6.25% Convertible Subordinated Debentures due 2006 | $22 | 11/22/2005 | D ( 8 ) | 40,230 | ( 9 ) | 01/01/2006 | Common Stock | 40,230 | $0 | 0 | I | By Columbia Select LP ( 12 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 11/22/2005 | A ( 8 ) | 40,230 | 11/22/2005 | 07/01/2008 | Common Stock | 40,230 | $0 | 40,230 | I | By Columbia Select LP ( 12 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 36,426 | 11/22/2005 | 07/01/2008 | Common Stock | 36,426 | $0 | 0 | I | By Columbia Select LP ( 13 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 1,268 ( 14 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 1,268 | I | By Trust FBO Bennett Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 607 ( 16 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 1,875 | I | By Trust FBO Bennett Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 607 ( 17 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 1,268 | I | By Trust FBO Bennett Baty | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 1,268 ( 18 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 0 | I | By Trust FBO Bennett Baty | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 1,268 ( 14 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 1,268 | I | By Trust FBO Calder Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 607 ( 16 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 1,875 | I | By Trust FBO Calder Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 607 | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 1,268 | I | By Trust FBO Calder Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 1,268 | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 0 | I | By Trust FBO Calder Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 1,268 ( 14 ) | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 1,268 | I | By Trust FBO Lauren Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 10/23/2006 | G ( 1 ) | 607 ( 16 ) | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 1,875 | I | By Trust FBO Lauren Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 607 | 11/22/2005 | 07/01/2008 | Common Stock | 607 | $0 | 1,268 | I | By Trust FBO Lauren Baty ( 15 ) | |||
6.25% Convertible Subordinated Debentures due 2008 | $22 | 03/09/2007 | C | 1,268 | 11/22/2005 | 07/01/2008 | Common Stock | 1,268 | $0 | 0 | I | By Trust FBO Lauren Baty ( 15 ) |
Explanation of Responses: |
1. Transfer to trust for the benefit of a minor child for which the reporting person does not serve as trustee. |
2. Represents the proportionate ownership interest in securities attributable to the 0.78% limited partnership interest in B.F., Limited Partnership transferred by the reporting person. |
3. These securities are held in the name of B.F., Limited Partnership, a Washington limited partnership, of which the reporting person is, after giving effect to this transaction, 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. |
4. Pro rata distribution to partners by Catalina General, L.P. |
5. These securities are held in the name of B.F., Limited Partnership, a Washington limited partnership, of which the reporting person is, at the date of this transaction, 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 |
6. The general partner of Catalina General, L.P. is B.F., Limited Partnership, of which the reporting person is, after giving effect to this transaction, a 22.41% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by Catalina General, L.P. |
7. The general partner of Catalina General, L.P. is B.F., Limited Partnership, of which the reporting person is, at the date of this transaction, a 24.75% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by Catalina General, L.P. |
8. Exchange of 6.25% Convertible Subordinated Debentures due 2006 for 6.25% Convertible Subordinated Debentures due 2008 pursuant to acceptance of issuer exchange offer. |
9. The 6.25% Convertible Subordinated Debentures due 2006 are exercisable immediately. |
10. The general partner of Catalina General, L.P. is B.F., Limited Partnership, of which the reporting person is, at the date of this transaction, a 22.41% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by Catalina General, L.P. |
11. The general partner of Columbia Select, L.P. is B.F., Limited Partnership, of which the reporting person is, after giving effect to this transaction, a 22.41% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by Columbia Select, L.P. |
12. The general partner of Columbia Select, L.P. is B.F., Limited Partnership, of which the reporting person is, at the date of this transaction, a 24.75% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by Columbia Select, L.P. |
13. The general partner of Columbia Select, L.P. is B.F., Limited Partnership, of which the reporting person is, at the date of this transaction, a 22.41% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by Columbia Select, L.P. |
14. Represents the proportionate ownership interest in securities held by Columbia Select LP attributable to the 0.78% limited partnership interest in B.F., Limited Partnership transferred by the reporting person. |
15. Represents the proportionate ownership interest in securities held by B.F., Limited Partnership, Columbia Select, L.P. and Catalina General, L.P. attributable to the 0.78% limited partnership interest in B.F., Limited Partnership held by such trust. 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. |
16. Represents the proportionate ownership interest in securities held by Catalina General LP attributable to the 0.78% limited partnership interest in B.F., Limited Partnership transferred by the reporting person. |
17. Amounts reported represent the proportionate ownership interest in securities held by Catalina General LP attributable to the 0.78% limited partnership interest in B.F., Limited Partnership held by such trust. 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. |
18. Amounts reported represent the proportionate ownership interest in securities held by Columbia Select LP attributable to the 0.78% limited partnership interest in B.F., Limited Partnership held by such trust. 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. |
Remarks: |
Multiple Forms submitted. |
/s/ Kay Sonderson, Attorney-in-Fact | 06/20/2007 | |
** 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. |