Director Adams W Andrew disposed of 2,307 units of Shares of Common Stock - Adams Grandchildren's Trust (SEC Form 4)
$NHC
Hospital/Nursing Management
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTHCARE CORP [ NHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
| Shares of Common Stock - WAA Exempt Trust | 399,929 | D | ||||||||
| Shares of Common Stock - Revocable Living Trust | 262,072 | D | ||||||||
| Shares of Common Stock - Adams Family Foundation II | 35,407 | I | Trustee | |||||||
| Shares of Common Stock - Adams Grandchildren's Trust | 09/27/2024 | J | 2,307(1) | D | $0 | 0 | I | Trustee | ||
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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 | ||||||||
| Option to Purchase Common Stock [2020 Grant] | $64.64 | 05/07/2021 | 05/06/2025 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Option to Purchase Common Stock [2021 Grant] | $71.64 | 05/06/2022 | 05/05/2026 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Option to Purchase Common Stock [2022 Grant] | $69.19 | 05/05/2023 | 05/04/2027 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Option to Purchase Common Stock [2023 Grant] | $55.75 | 05/04/2024 | 05/02/2028 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Option to Purchase Common Stock [2024 Grant] | $96.03 | 05/09/2025 | 05/08/2029 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Explanation of Responses: |
| 1. Mr. Adams serves as trustee of the Trust of which his children are beneficiaries. On September 27, 2024, Mr. Adams, in his capacity as trustee, caused the trust to distribute 2,307 shares of NHC common stock to the trust's beneficiaries as part of his estate planning. The shares remain subject to a Lock-Up Agreement, which continues to apply to recipients of the stock. |
| /s/ W. Andrew Adams by Kristina R. Hulsey, P.O.A. | 10/17/2024 | |
| ** 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. | ||