SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
Nackel John G.

(Last) (First) (Middle)
C/O THE PENNANT GROUP, INC.
1675 EAST RIVERSIDE DRIVE, SUITE 150

(Street)
EAGLE ID 83616

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pennant Group, Inc. [ PNTG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 10/01/2019 A 40,083(1) A $0.00 40,083 D
Common Stock 10/01/2019 A 2,700(1) A $0.00 42,783 I(2) By Nackel Family Trust dated June 30, 1997
Common Stock 10/01/2019 A 2,319(3) A $0.00 45,102 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 (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
Stock Option (right to buy) $4.09 10/01/2019 A 57,613 10/01/2019(4) 05/29/2024 Common Stock 57,613 $0.00 57,613 D
Stock Option (right to buy) $15.09 10/01/2019 A 8,000 (5) 10/01/2029 Common Stock 8,000 $0.00 8,000 D
Explanation of Responses:
1. Shares of common stock received in the October 1, 2019 pro rata distribution of shares of the Registrant by The Ensign Group, Inc. to its stockholders (the "Spin-off") and shares of Cornerstone Healthcare, Inc. converted into shares of the Registrant pursuant to the merger of Cornerstone Merger Sub, Inc., a wholly-owned subsidiary of the Registrant, with and into Cornerstone Healthcare, Inc., with Cornerstone Healthcare, Inc. as the surviving corporation, in connection with the Spin-off.
2. These shares are held by the Nackel Family Trust dated June 30, 1997. Dr. Nackel and his spouse share voting and investment power over the trust.
3. Shares of restricted stock granted on October 1, 2019 under The Pennant Group, Inc. 2019 Long Term Incentive Plan.
4. Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off, all of which have vested.
5. Options granted on October 1, 2019 under the The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The options vest in three equal annual installments beginning on the first anniversary of the date of the grant.
Remarks:
/s/ Derek J. Bunker, as attorney-in-fact 10/03/2019
** 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).
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