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Recent Sales of Unregistered Securities
−Removed: 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.
−Removed: 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.
+Added: On April 3, 2023 and June 19, 2023, we granted an aggregate of 150,329 time-based RSUs to our executive officers and certain of our key employees pursuant to the Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan.
+Added: Such time-based RSUs vest in three equal installments annually based on the date of grant (subject to continuous employment through each vesting date) and represent the right to receive shares of our Class T common stock upon vesting.
+Added: The time-based RSUs were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
+Added: On April 3, 2023, we granted an aggregate of 41,399 performance-based RSUs representing the right to receive up to 82,798 shares of our Class T common stock upon vesting (such number of shares assumes that we issue shares of our common stock underlying such nonvested performance-based awards at maximum levels for performance and market conditions that have not yet been achieved;
+Added: to the extent that performance or market conditions do not meet maximum levels, the actual number of shares of our common stock issued under the AHR Incentive Plan would be less than the amount reflected above) to our executive officers pursuant to the AHR Incentive Plan.
+Added: Such performance-based RSUs will cliff vest in the first quarter of 2026 (subject to continuous employment through that vesting date) with the amount vesting dependent on certain agreed upon performance criteria.
+Added: The performance-based RSUs were issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
+Added: On June 15, 2023, we granted an aggregate of 24,200 shares of our restricted Class T common stock to our non-executive and independent directors pursuant to the AHR Incentive Plan as compensation for services in connection with their re-election as independent directors to our board.
+Added: Such shares of restricted stock vest on June 15, 2024 and were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: Share Repurchase Plan
−Removed: Our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria were met.
−Removed: Share repurchases were made at the sole discretion of our board.
−Removed: 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 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.
−Removed: See Note 13, Equity — Share Repurchase Plan, to our accompanying condensed consolidated financial statements.
−Removed: During the three months ended March 31, 2023, we repurchased shares of our common stock pursuant to our share repurchase plan, as follows:
−Removed: Total Number of
−Removed: Shares Purchased
−Removed: Average Price
−Removed: Paid per Share
−Removed: Total Number of Shares
−Removed: Purchased As Part of
−Removed: Publicly Announced
−Removed: Plan or Program
−Removed: Maximum Approximate
−Removed: of Shares that May
−Removed: Yet Be Purchased
−Removed: Plans or Programs
−Removed: January 1, 2023 to January 31, 2023 — $ — — (1)
−Removed: February 1, 2023 to February 28, 2023 — $ — — (1)
−Removed: March 1, 2023 to March 31, 2023(2) 1,681 $ 37.16 1,681 (1)
−Removed: Total 1,681 $ 37.16 1,681
−Removed: (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.
−Removed: (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.
−Removed: AHR Incentive Plan
−Removed: 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.
+Added: In June 2023, we repurchased 366 shares of our Class I common stock and 2,403 shares of our Class T common stock from our independent directors for an aggregate $87,000, at a repurchase price of $31.40 per share of our common stock in order to satisfy tax obligations associated with the accelerated vesting of restricted common stock 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.