National Healthcare (NHC) exec exercises options; company withholds shares for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
National Healthcare Corp Senior VP & CIO Ben Anderson Flatt Sr reported a compensation-related stock option exercise. He exercised options for 3,734 shares of common stock at an exercise price of $53.94 per share, originally granted under the 2020 Omnibus Equity Incentive Plan.
To cover the exercise price and related tax withholding obligations, the company withheld 1,909 shares of common stock valued at $176.81 per share, a non-market disposition. Following these transactions, he directly beneficially owns 21,375.0547 shares of National Healthcare common stock.
He also continues to hold stock options over additional common shares, including 8,000 underlying shares at an exercise price of $94.10 expiring in 2029, 9,000 underlying shares at $90.62 expiring in 2030, and 14,000 underlying shares at $157.13 expiring in 2031.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,734 shares exercised/converted
Mixed
6 txns
Insider
FLATT BEN ANDERSON SR
Role
Senior VP & CIO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Option to Purchase Common Stock | 3,734 | $0.00 | -- |
| Exercise | Common Stock | 3,734 | $53.94 | $201K |
| Tax Withholding | Common Stock | 1,909 | $176.81 | $338K |
| holding | Option to Purchase Common Stock | -- | -- | -- |
| holding | Option to Purchase Common Stock | -- | -- | -- |
| holding | Option to Purchase Common Stock | -- | -- | -- |
Holdings After Transaction:
Option to Purchase Common Stock — 0 shares (Direct);
Common Stock — 23,284.055 shares (Direct)
Footnotes (1)
- These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan on March 8, 2023. The grant and exercise of these stock options are exempt from Section 16(b) pursuant to Rule 16b-3(d). Shares were withheld by the Company to pay the exercise price and withholding tax obligations. Total amount of shares beneficially owned following transactions reported on this form.
Key Figures
Options exercised: 3,734 shares
Exercise price: $53.94/share
Shares withheld for taxes: 1,909 shares
+5 more
8 metrics
Options exercised
3,734 shares
Options to purchase common stock exercised at $53.94
Exercise price
$53.94/share
Stock option exercise price for 3,734 underlying shares
Shares withheld for taxes
1,909 shares
Common stock withheld at $176.81 to cover exercise and taxes
Withholding price
$176.81/share
Valuation applied to 1,909 withheld shares
Shares owned after
21,375.0547 shares
Total common shares beneficially owned following transactions
Remaining options 2029
8,000 underlying shares at $94.10
Options expiring 2029-03-05, direct ownership
Remaining options 2030
9,000 underlying shares at $90.62
Options expiring 2030-02-24, direct ownership
Remaining options 2031
14,000 underlying shares at $157.13
Options expiring 2031-02-23, direct ownership
Key Terms
Option to Purchase Common Stock, tax-withholding disposition, 2020 Omnibus Equity Incentive Plan, Section 16(b), +2 more
6 terms
Option to Purchase Common Stock financial
"security_title: Option to Purchase Common Stock"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
2020 Omnibus Equity Incentive Plan financial
"These stock options were granted pursuant to the 2020 Omnibus Equity Incentive Plan"
Section 16(b) regulatory
"exempt from Section 16(b) pursuant to Rule 16b-3(d)"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(d) regulatory
"exempt from Section 16(b) pursuant to Rule 16b-3(d)"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
beneficially owned financial
"Total amount of shares beneficially owned following transactions"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
FAQ
What did NHC executive Ben Anderson Flatt Sr report in this Form 4 filing?
He reported exercising stock options for 3,734 National Healthcare Corp shares at $53.94 per share. The company withheld 1,909 shares at $176.81 per share to cover the exercise price and taxes, leaving him with 21,375.0547 directly owned shares.
What stock options does the NHC executive still hold after this Form 4?
He retains options linked to 8,000 underlying shares at $94.10, expiring in 2029, 9,000 underlying shares at $90.62, expiring in 2030, and 14,000 underlying shares at $157.13, expiring in 2031. All represent potential future acquisitions of National Healthcare Corp common stock.