Filing Details
- Accession Number:
- 0001415889-23-005169
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-03-20 09:24:54
- Reporting Period:
- 2023-03-18
- Accepted Time:
- 2023-03-20 09:24:54
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1159281 | Alerislife Inc. | ALR | Services-Skilled Nursing Care Facilities (8051) | 043516029 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1273871 | D. Adam Portnoy | C/O Alerislife Inc., 400 Centre Street Newton MA 02458 | No | No | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Disposition | 2023-03-18 | 57,332 | $1.31 | 0 | No | 4 | U | Direct | |
Common Stock | Acquisiton | 2023-03-18 | 22,375,687 | $1.31 | 22,375,687 | No | 4 | P | Indirect | See Footnote |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | U | Direct | |
No | 4 | P | Indirect | See Footnote |
Footnotes
- Pursuant to an Agreement and Plan of Merger dated February 2, 2023, ABP Acquisition 2 LLC ("Purchaser"), a wholly owned subsidiary of ABP Acquisition LLC ("Parent"), a wholly owned subsidiary ABP Trust, commenced atender offer (the "Offer") to purchase all of the outstanding shares of common stock of AlerisLife Inc. ("ALR") at a purchase price of $1.31 per share. As of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, onMarch 17, 2023, 22,375,687 shares had been tendered and not validly withdrawn pursuant to the Offer. Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.
- This number reflects 1,799,999 shares owned directly by Parent, 172,784 shares owned directly by ABP Trust and 22,375,687 shares that were tendered in the Offer and accepted for purchase on March 18, 2023, and thereupon owned by Purchaser. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on March 20, 2023, Purchaser was merged with and into ALR, with ALR surviving the merger as a wholly owned subsidiary of Parent. Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniaryinterest therein.