Sec Form 3 Filing - Guerisoli Brent @ Pennant Group, Inc. - 2021-01-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Guerisoli Brent
2. Issuer Name and Ticker or Trading Symbol
Pennant Group, Inc. [ PNTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
1675 E RIVERSIDE DR, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2021
(Street)
EAGLE, ID83616
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 34,013 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 5.31 08/05/2015( 2 ) 08/05/2024 Common Stock 2,514 D
Stock Option (right to buy) $ 7.42 05/27/2016( 2 ) 05/27/2025 Common Stock 2,515 D
Stock Option (right to buy) $ 3.84 05/26/2016( 3 ) 05/26/2026 Common Stock 8,926 D
Stock Option (right to buy) $ 4.54 05/25/2018( 4 ) 05/25/2027 Common Stock 12,497 D
Stock Option (right to buy) $ 6.16 05/31/2019( 5 ) 05/31/2028 Common Stock 14,282 D
Stock Option (right to buy) $ 15.09 10/01/2020( 6 ) 10/01/2029 Common Stock 65,000 D
Stock Option (right to buy) $ 27.56 05/27/2020( 7 ) 05/27/2030 Common Stock 20,000 D
Stock Option (right to buy) $ 37.98 08/15/2021( 7 ) 08/15/2030 Common Stock 6,000 D
Stock Option (right to buy) $ 38.88 10/28/2021( 7 ) 10/28/2030 Common Stock 40,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guerisoli Brent
1675 E RIVERSIDE DR
SUITE 150
EAGLE, ID83616
President
Signatures
/s/ Derek J. Bunker, as attorney-in-fact 01/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock received in the October 1, 2019 pro rata distribution of shares of The Pennant Group, Inc. (the "Registrant") by The Ensign Group, Inc. to its stockholders (the "Spin-off") and shares of Cornerstone Healthcare, Inc. converted into shares of the Registrant pursuant to the merger of Cornerstone Merger Sub, Inc., a wholly-owned subsidiary of the Registrant, with and into Cornerstone Healthcare, Inc., with Cornerstone Healthcare, Inc. as the surviving corporation, in connection with the Spin-off.
( 2 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. The options have vested.
( 3 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. 7,141 of these options have vested. 1,785 of these options will vest on May 26, 2021.
( 4 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. 7,498 of these options have vested. 2,499 of these options will vest on May 25, 2021 and 2,500 of these options will vest on May 25, 2022.
( 5 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. 5,713 of these options have vested. 2,856 of these options will vest on May 31, 2021, 2,856 of these options will vest on May 31, 2022, and 2,857 of these options will vest on May 31, 2023.
( 6 )Options granted on October 1, 2019 under The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The options vest in five equal annual installments beginning on the first anniversary of the date of the grant. 13,000 of these options have vested.
( 7 )Options granted on October 1, 2019 under The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The options vest in five equal annual installments beginning on the first anniversary of the date of the grant.

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).

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.