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*
Burton Spencer

(Last) (First) (Middle)
29222 RANCHO VIEJO ROAD
SUITE 127

(Street)
SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENSIGN GROUP, INC [ ENSG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2019
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 10/31/2019 S(1) 115 D $43 18,905 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
Employee Stock Option (right to buy) $8.94 02/07/2015(2) 02/07/2024 Common Stock 10,812(3) 10,812 D
Employee Stock Option (right to buy) $16.05 10/30/2015(4) 10/30/2024 Common Stock 5,899(3) 5,899 D
Employee Stock Option (right to buy) $18.47 02/04/2016(5) 02/04/2025 Common Stock 5,899(3) 5,899 D
Employee Stock Option (right to buy) $21.39 07/30/2016(6) 07/30/2025 Common Stock 10,618(3) 10,618 D
Employee Stock Option (right to buy) $16.6 05/26/2017(7) 05/26/2026 Common Stock 5,899(3) 5,899 D
Employee Stock Option (right to buy) $15.93 08/31/2017(8) 08/31/2026 Common Stock 5,899(3) 5,899 D
Employee Stock Option (right to buy) $15.8 05/25/2018(9) 05/25/2027 Common Stock 4,719(3) 4,719 D
Employee Stock Option (right to buy) $22.49 02/16/2019(10) 02/16/2028 Common Stock 4,719(3) 4,719 D
Employee Stock Option (right to buy) $31.03 05/31/2019(11) 05/31/2028 Common Stock 9,438(3) 9,438 D
Employee Stock Option (right to buy) $45.34 05/30/2020(12) 05/30/2029 Common Stock 17,697(3) 17,697 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on March 07, 2018.
2. These shares vest in five equal annual installments beginning February 07, 2015.
3. All options held by the Reporting Person have been adjusted to increase the number of shares and, in the case of the options, reduce the exercise price, in a manner subject to the adjustment provisions of The Pennant Group, Inc. spin-off from The Ensign Group, Inc. which occurred on October 1, 2019.
4. These shares vest in five equal annual installments beginning October 30, 2015.
5. These shares vest in five equal annual installments beginning February 04, 2016.
6. These shares vest in five equal annual installments beginning July 30, 2016.
7. These shares vest in five equal annual installments beginning May 26, 2017.
8. These shares vest in five equal annual installments beginning August 31, 2017.
9. These shares vest in five equal annual installments beginning May 25, 2018.
10. These shares vest in five equal annual installments beginning February 16, 2019.
11. These shares vest in five equal annual installments beginning May 31, 2019.
12. These shares vest in five equal annual installments beginning May 30, 2020.
Remarks:
/s/ Chad A. Keetch, as power of attorney 11/01/2019
** 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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