Sec Form 4 Filing - McKnight James Reed Jr. @ Diversicare Healthcare Services, Inc. - 2019-03-13

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
McKnight James Reed Jr.
2. Issuer Name and Ticker or Trading Symbol
Diversicare Healthcare Services, Inc. [ DVCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
1621 GALLERIA BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2019
(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 03/13/2019 M 192 A $ 0 ( 1 ) 85,909 D
Common Stock 03/13/2019 F 1,061 D $ 3.93 ( 2 ) 84,848 D
Common Stock 03/13/2019 M 101 A $ 0 ( 3 ) 84,949 D
Common Stock 03/13/2019 F 1,039 D $ 3.93 ( 4 ) 83,910 D
Common Stock 03/13/2019 M 4,523 A $ 0 ( 5 ) 88,433 D
Common Stock 03/13/2019 F 1,101 D $ 3.93 ( 6 ) 87,332 D
Common Stock 03/13/2019 A 65,000 A $ 0 ( 7 ) 152,332 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
2019 Restricted Stock Units ( 8 ) 03/13/2019 A 10,239.52 ( 9 ) ( 9 ) Common Stock 10,239.52 $ 0 10,239.52 D
Dividend Equivalent Rights on 2017 Restricted Shares ( 10 ) 03/13/2019 M 192 ( 10 ) ( 10 ) Common Stock 192 $ 0 ( 1 ) 193.5 D
Dividend Equivalent Rights on 2018 Restricted Shares ( 11 ) 03/13/2019 M 101 ( 11 ) ( 11 ) Common Stock 101 $ 0 ( 3 ) 200.5 D
2017 Restricted Stock Units ( 12 ) 03/13/2019 M 4,523.45 ( 13 ) ( 13 ) Common Stock 4,523.45 $ 0 ( 14 ) 0 D
2018 Restricted Stock Units ( 12 ) ( 15 ) ( 15 ) Common Stock 3,913.27 3,913.27 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McKnight James Reed Jr.
1621 GALLERIA BOULEVARD
BRENTWOOD, TN37027
X CEO and President
Signatures
/s/ Susan V. Sidwell, Attorney-In-Factfor James R. McKnight, Jr. 03/15/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents vesting of Dividend Equivalent Rights on 2017 Restricted Stock.
( 2 )This transaction represents shares withheld by the Company for tax withholdings on Mr. McKnight's vesting of 2017 Restricted Stock.
( 3 )Represents vesting of Dividend Equivalent Rights on 2018 Restricted Stock.
( 4 )This transaction represents shares withheld by the Company for tax withholdings on Mr. McKnight's vesting of 2018 Restricted Stock.
( 5 )Represents vesting of 2017 Restricted Stock Units.
( 6 )This transaction represents shares withheld by the Company to cover the tax withholding on Mr. McKnight's settlement of 2017 Restricted Stock Units.
( 7 )Restricted stock grant that will vest in equal parts over the first three anniversaries of the date of grant.
( 8 )Mr. McKnight elected to receive $34,200 of his cash bonus for 2018 in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share.
( 9 )The 2019 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/13/2019).
( 10 )These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2017 and will vest as the underlying shares vest.
( 11 )These dividend equivalent rights accrued on shares of restricted stock granted on March 13, 2018 and will vest as the underlying shares vest.
( 12 )Each restricted stock unit is equal to one share. There are dividend equivalent rights accruing on restricted stock units.
( 13 )The 2017 Restricted Stock Units shall vest and be exercisable in full on t he 2nd anniversary of their original Grant Date (03/13/2017).
( 14 )Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 13, 2019, 4,523.45 of the reporting person's Restricted Stock Units were settled for 4,523 shares of common stock.
( 15 )The 2018 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/13/2018).

Remarks:
Exhibit ListExhibit 24 - Power of Attorney

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.