SEC Filing | The Pennant Group, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Guerisoli Brent

(Last)

(First)

(Middle)

1675 E RIVERSIDE DR

SUITE 150

(Street)

EAGLE

83616

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

3. Issuer Name and Ticker or Trading Symbol
Pennant Group, Inc. [ PNTG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	34,013⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	08/05/2015⁽²⁾	08/05/2024	Common Stock	2,514	5.31	D
Stock Option (right to buy)	05/27/2016⁽²⁾	05/27/2025	Common Stock	2,515	7.42	D
Stock Option (right to buy)	05/26/2016⁽³⁾	05/26/2026	Common Stock	8,926	3.84	D
Stock Option (right to buy)	05/25/2018⁽⁴⁾	05/25/2027	Common Stock	12,497	4.54	D
Stock Option (right to buy)	05/31/2019⁽⁵⁾	05/31/2028	Common Stock	14,282	6.16	D
Stock Option (right to buy)	10/01/2020⁽⁶⁾	10/01/2029	Common Stock	65,000	15.09	D
Stock Option (right to buy)	05/27/2020⁽⁷⁾	05/27/2030	Common Stock	20,000	27.56	D
Stock Option (right to buy)	08/15/2021⁽⁷⁾	08/15/2030	Common Stock	6,000	37.98	D
Stock Option (right to buy)	10/28/2021⁽⁷⁾	10/28/2030	Common Stock	40,000	38.88	D

Explanation of Responses:

1. Shares of common stock received in the October 1, 2019 pro rata distribution of shares of The Pennant Group, Inc. (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. 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. The options have vested.

3. 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. 7,141 of these options have vested. 1,785 of these options will vest on May 26, 2021.

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. 7,498 of these options have vested. 2,499 of these options will vest on May 25, 2021 and 2,500 of these options will vest on May 25, 2022.

5. 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. 5,713 of these options have vested. 2,856 of these options will vest on May 31, 2021, 2,856 of these options will vest on May 31, 2022, and 2,857 of these options will vest on May 31, 2023.

6. Options granted on October 1, 2019 under The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The options vest in five equal annual installments beginning on the first anniversary of the date of the grant. 13,000 of these options have vested.

7. Options granted on October 1, 2019 under The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The options vest in five equal annual installments beginning on the first anniversary of the date of the grant.

Remarks:

	/s/ Derek J. Bunker, as attorney-in-fact	01/08/2021
	** 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 5 (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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