Sec Form 4 Filing - Houghton William David @ ADVOCAT INC - 2011-12-31

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
Houghton William David
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)
VP & Chief Information Officer
(Last) (First) (Middle)
1621 GALLERIA BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2011
(Street)
BRENTWOOD, TN37027
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
Common Stock 3,250 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 (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
Dividend Equivalent Rights on 2011 Restricted Stock ( 1 ) 12/31/2011 A 33.01 ( 1 ) ( 1 ) Common Stock 33.01 $ 0 114.04 D
2011 Restricted Stock Units ( 2 ) 12/31/2011 A 11.26 ( 3 ) ( 3 ) Common Stock 11.26 $ 0 1,147.02 D
Stock Settled Stock Appreciation Right $ 5.45 06/18/2011( 4 ) 06/18/2020 Common Stock 10,000 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Houghton William David
1621 GALLERIA BOULEVARD
BRENTWOOD, TN37027
VP & Chief Information Officer
Signatures
/s/ L. Glynn Riddle, Attorney-In-Fact forWilliam David Houghton 01/04/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2011 and will vest as the underlying shares vest.
( 2 )These restricted stock units accrued on restricted stock units originally granted to the reporting person in March 2011 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.
( 3 )The 2011 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2011).
( 4 )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.

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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