Current Report Filing (8-k)
26 August 2019 - 11:31PM
Edgar (US Regulatory)
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0000887905
2019-08-25
2019-08-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report: August 26, 2019
(Date of earliest event reported)
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in
its charter)
Maryland
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1-11314
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71-0720518
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(State or other jurisdiction of
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(Commission file number)
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(I.R.S. Employer
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incorporation or organization)
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Identification No)
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2829 Townsgate Road, Suite 350
Westlake Village, CA 91361
(Address of principal executive offices)
(805) 981-8655
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, $.01 par value
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LTC
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New York Stock Exchange
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. — Other Events
Wendy L. Simpson, Chairman, Chief Executive
Officer and President of LTC Properties, Inc. (the “Company”), has entered into a pre-arranged trading plan (“the
10b5-1 Plan”) pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 and the Company’s policies with respect
to insider transactions.
Rule 10b5-1 provides that executives and
other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written plans that are entered
into in good faith at a time when the plan participants are not aware of material non-public information and that otherwise comply
with the requirements of Rule 10b5-1.
Under the 10b5-1 Plan, a broker-dealer
is authorized to sell up to 44,706 shares of common stock of the Company owned by Ms. Simpson over a period from August 26, 2019
through October 7, 2019 or until all such shares are sold, unless the Plan is terminated earlier pursuant to its terms. If all
shares covered by the 10b5-1 Plan are sold, Ms. Simpson’s ownership of common stock of the Company still will substantially
exceed the level required under the Company’s stock ownership guidelines.
The purpose of the 10b5-1 Plan is to provide
liquidity and investment diversification. In accordance with Rule 10b5-1, Ms. Simpson will have no discretion over the sales of
her shares of common stock under the 10b5-1 Plan. Any sales under the 10b5-1 Plan will be disclosed publicly through appropriate
filings with the Securities and Exchange Commission.
Except as may be required by law, the Company
does not undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any
modifications or termination of any publicly announced trading plan.
SIGNATURE
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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LTC PROPERTIES, INC.
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Dated: August 26, 2019
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By:
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/s/ Pamela Kessler
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Pamela Kessler
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Executive Vice President, Chief Financial Officer and Secretary
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