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*
BLALACK CHARLES M

(Last) (First) (Middle)
C/O THE ENSIGN GROUP, INC.
27101 PUERTA REAL, SUITE 450

(Street)
MISSION VIEJO CA 92691

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2007
3. Issuer Name and Ticker or Trading Symbol
ENSIGN GROUP, INC [ ENSG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 292,000 I By Blalack Family Trust dated 12/01/94
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) (1) Common Stock 2,741,180 0.85 I By Ensign Group Investments, L.L.C.(2)
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock will automatically convert into four shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering to occur at a later date and has no expiration date.
2. The reporting person is a member and manager of Ensign Group Investments, L.L.C. and exercises shared voting and investment power over the shares held by this fund. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the fund.
Remarks:
Exhibit List: Exhibit 24 Power of Attorney for Charles M. Blalack
/s/ Daniel Walker, as attorney-in-fact 11/08/2007
** 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).
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.

EXHIBIT 24

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gregory Stapley, Daniel Walker, Suzanne Snapper, Michael Flood, Ellen Bancroft, David Marx, Clayton Jones and certain other members or persons associated with Dorsey & Whitney LLP, and each of them, with full authority to act without the others, as the undersigned’s true and lawful attorneys-in-fact to:

 

(1)                            execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, of The Ensign Group, Inc. (the “Company”), Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act;

 

(2)                            do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID and Form 3, 4 or 5 and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority or organization; and

 

(3)                            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the sole discretion of any of such attorneys-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of October, 2007.

 

 

 

Signature:

/s/ Charles M. Blalack

 

 

 

 

Print Name:

Charles M. Blalack

 

 

 

 

 

 

 

 

 

State of

 

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)  ss.

 

County of

 

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On                                                       , before me,                                                                                                               , personally appeared                                                                                     , proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

 

WITNESS my hand and official seal.

 

 

 

 

Notary Public in and for said State

 

 

(Notarial Seal)