| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
| C/O EMERITUS CORPORATION, 3131 ELLIOTT AVE, STE 500 | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2009 | 3. Issuer Name and Ticker or Trading Symbol
EMERITUS CORP\WA\
[ESC]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | SVP Operations |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
Stock Option (Right to Buy)
| 11/13/2009 | 11/13/2018 |
Common Stock
|
13,000
|
$
8.03
|
D
| |
|
Stock Option (Right to Buy)
| 07/25/2006 | 07/25/2013 |
Common Stock
|
3,334
|
$
18.6
|
D
| |
|
Stock Option (Right to Buy)
| 09/04/2008 | 09/04/2014 |
Common Stock
|
20,000
|
$
27.4
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D
| |
| Explanation of Responses: |
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Remarks:
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| James C. A. Hyatt | 08/04/2009 |
| ** 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 5(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. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Raymond R. Brandstrom,
Martin D. Roffe and Jim L. Hanson, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1)execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Emeritus
Corporation (the "Company"), Forms 3, 4 and 5 (including
amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder and a Form ID, Uniform Application for Access Codes
to File on Edgar;
(2)do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms 3, 4 or 5 or Form ID and timely file such
forms (including amendments thereto) and application with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3)take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein
may rely entirely on information furnished orally or in writing by
the undersigned to such attorney-in-fact. The undersigned also
agrees to indemnify and hold harmless the Company and each such
attorney-in-fact against any losses, claims, damages or liabilities
(or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in fact
for purposes of executing, acknowledging, delivering or filing
Forms 3, 4 or 5 (including amendments thereto) or Form ID and
agrees to reimburse the Company and such attorney-in-fact for any
legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage,
liability or action.
This Power of Attorney supersedes any power of attorney
previously executed by the undersigned regarding the purposes
outlined in the first paragraph hereof ("Prior Powers of
Attorney"), and the authority of the attorneys-in-fact named in
any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
or 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
(a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power
of attorney regarding the purposes outlined in the first
paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 16th day of July, 2009.
/s/ James Christopher Alexander Hyatt
James Christopher Alexander Hyatt