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Recent Sales of Unregistered Securities
−Removed: On August 8, 2022, we granted 12,614 shares of our restricted Class T common stock, or the RSAs, and 4,205 performance-based restricted stock units, or PSUs, to one of our executive officers pursuant to our 2015 Incentive Plan.
−Removed: Such RSAs and PSUs were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
−Removed: The RSAs vest in three equal annual installments beginning on January 1, 2023 and ending on January 1, 2025 (subject to continuous employment through each vesting date) and the PSUs will cliff vest in the first quarter of 2025 (subject to continuous employment through that vesting date), with the amount of vesting depending on meeting certain key performance criteria as further described in the 2015 Incentive Plan.
−Removed: On August 30, 2022, we granted 7,244 shares of our restricted Class T common stock to one of our independent directors pursuant to our 2015 Incentive Plan in connection with his appointment to our board.
+Added: On January 10, 2023, we granted an aggregate of 1,956 shares of our restricted Class T common stock to two of our independent directors pursuant to the AHR Incentive Plan in connection with their initial election as independent directors to our board.
Such shares of restricted stock were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act and vest on June 15, 2023.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
+Added: Share Repurchase Plan
Our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria were met.
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Funds for the repurchase of shares of our common stock originated exclusively from the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP offerings.
−Removed: On October 4, 2021, our board approved our amended and restated share repurchase plan that included a change in the repurchase price with respect to repurchases resulting from the death or qualifying disability (as such term is defined in our share repurchase plan) of stockholders, to the most recently published estimated per share NAV.
−Removed: In addition, on October 4, 2021, our board authorized the partial reinstatement of our share repurchase plan with respect to requests to repurchase shares resulting from the death or qualifying disability of stockholders, effective with respect to qualifying repurchases for the fiscal quarter ending December 31, 2021.
−Removed: All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were and shall be rejected.
−Removed: On November 14, 2022, our board suspended our share repurchase plan with respect to all repurchase requests, including repurchases resulting from the death or qualifying disability of stockholders, beginning with share repurchases for the quarter
−Removed: ending December 31, 2022.
−Removed: See Note 22, Subsequent Events, to our accompanying condensed consolidated financial statements.
−Removed: During the three months ended September 30, 2022, we repurchased shares of our common stock as follows:
+Added: On November 14, 2022, our board suspended our share repurchase plan with respect to all repurchase requests, including repurchases resulting from the death or qualifying disability of stockholders, beginning with share repurchases for the quarter ending December 31, 2022.
+Added: See Note 13, Equity — Share Repurchase Plan, to our accompanying condensed consolidated financial statements.
+Added: During the three months ended March 31, 2023, we repurchased shares of our common stock pursuant to our share repurchase plan, as follows:
Total Number of
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Publicly Announced
−Removed: Plan or Program Maximum Approximate
+Added: Plan or Program
+Added: Maximum Approximate
of Shares that May
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Plans or Programs
−Removed: July 1, 2022 to July 31, 2022 608,138 $ 9.29 608,138 (1)
−Removed: August 1, 2022 to August 31, 2022 — $ — — (1)
−Removed: September 1, 2022 to September 30, 2022 — $ — — (1)
+Added: January 1, 2023 to January 31, 2023 — $ — — (1)
+Added: February 1, 2023 to February 28, 2023 — $ — — (1)
+Added: March 1, 2023 to March 31, 2023(2) 1,681 $ 37.16 1,681 (1)
Total 1,681 $ 37.16 1,681
(1) A description of the maximum number of shares that may be purchased under our share repurchase plan is included in Note 13, Equity — Share Repurchase Plan, to our accompanying condensed consolidated financial statements.
+Added: (2) Due to an administrative delay, certain repurchase requests that were submitted in good order prior to the suspension of our share repurchase plan were processed after the suspension of our share repurchase plan.
+Added: AHR Incentive Plan
+Added: In January 2023, we repurchased 429 shares of our common stock, for $16,000, at a repurchase price of $37.16 per share in order to satisfy minimum statutory withholding tax obligations associated with the vesting of restricted stock awards issued pursuant to the AHR Incentive Plan.
Defaults Upon Senior Securities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.