Sec Form 4 Filing - ADAMS ROBERT G @ NATIONAL HEALTHCARE CORP - 2018-11-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
ADAMS ROBERT G
2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTHCARE CORP [ NHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 VINE STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2018
(Street)
MURFREESBORO, TN37130
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 - Partnership 420,177 I General Partner
Shares of Common Stock - Trust I 1,034 I Trustee
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 72.94 11/08/2018 D( 1 ) 5,775 ( 1 ) 05/08/2022 Common Stock 5,775 ( 1 ) 0 D
Option to purchase common stock $ 72.94 11/08/2018 A( 1 ) 5,775 ( 1 ) 05/08/2022 Common Stock 5,775 ( 1 ) 5,775 D
Option to purchase common stock $ 61.9 11/08/2018 D( 1 ) 5,480 ( 1 ) 05/02/2023 Common Stock 5,480 ( 1 ) 0 D
Option to purchase common stock $ 61.9 11/08/2018 A( 1 ) 5,480 ( 1 ) 05/02/2023 Common Stock 5,480 ( 1 ) 5,480 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAMS ROBERT G
100 VINE STREET
MURFREESBORO, TN37130
X
Signatures
/s/ Robert G. Adams by Kristina R. Hulsey, P.O.A. 11/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transactions involve an amendment to two outstanding options resulting in the deemed cancellation of each of the "old" options and the grant of replacement options. On November 8, 2018, the Board of Directors amended each of the options to allow a director that has served as a director for at least 12 years to remain able to exercise the option for the full term of the option even if the director retires, resigns, dies or becomes disabled. Each of the options were fully exercisable on the date of grant. The grant and exercise of these options are exempt from Section 16(b) pursuant to Rule 16b-3(d).

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