UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 13, 2016
 
Griffin-American Healthcare REIT IV, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Maryland
 
333-205960 (1933 Act)
 
47-2887436
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
18191 Von Karman Avenue, Suite 300
Irvine, California
 
92612
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (949) 270-9200
Not Applicable
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2016, our board of directors appointed Brian S. Peay to serve as our Chief Financial Officer. Mr. Peay, age 51, has also served as Executive Vice President and Chief Financial Officer of American Healthcare Investors, LLC, or American Healthcare Investors, one of our co-sponsors, and Chief Financial Officer of Griffin-American Healthcare REIT III, Inc. since June 2016. Mr. Peay served as Chief Financial Officer of Veritas Investments, Inc., one of the largest owners and operators of rent-controlled apartments in the San Francisco Bay Area, from September 2015 to May 2016, where he was responsible for the financial planning, corporate budgeting, tax structuring and management of the accounting function of the company. Mr. Peay previously served as Vice President Finance & Sales Ops of MobileIron, Inc., a leader in security and management for mobile devices, applications and documents, from October 2013 to September 2015. Mr. Peay served as Chief Financial Officer of Glenborough, LLC, from November 2006 to March 2012, and prior to its purchase by Morgan Stanley Real Estate Fund V, Mr. Peay also previously served in executive capacities including Chief Financial Officer, SVP — Joint Ventures (Business Development), Chief Accounting Officer and VP Finance with Glenborough Realty Trust, Inc., a real estate investment and management company focused on the acquisition, management and leasing of high quality commercial properties in major markets across the country, from November 1997 to November 2006, where he was responsible for the finance, accounting and reporting, risk management, IT and Human Resource functions of the company. Prior to Glenborough Realty Trust, Inc., Mr. Peay served as Chief Financial Officer & Director of Research at Cliffwood Partners, L.P. from August 1995 to November 1997. Mr. Peay also served as Manager at Kenneth Leventhal & Co., a certified public accounting firm specializing in real estate that subsequently merged with Ernst & Young, from August 1988 to August 1995. Mr. Peay received a B.S. degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant in the State of California (inactive).

In connection with Mr. Peay’s appointment as our Chief Financial Officer, on June 13, 2016, we entered into an indemnification agreement with Mr. Peay to indemnify and advance expenses and costs incurred by him as an executive officer of our company in connection with any claims, suits or proceedings brought against him as an executive officer of our company as a result of his service, subject to the limitations set forth in the indemnification agreement and our charter. The form of indemnification agreement was included as Exhibit 10.3 to our Registration Statement on Form S-11 (File No. 333-205960) filed July 30, 2015 and is incorporated herein by reference. There are no other arrangements or understandings of any kind between Mr. Peay and any other person pursuant to which he was appointed to serve as our Chief Financial Officer, nor are there any family relationships between Mr. Peay and any of our other directors, executive officers or other key officers. Mr. Peay has not had any direct or indirect material interests in any transaction with us or to which we are a party or in any currently proposed transaction with us or to which we are a party.

Effective as of June 13, 2016, Danny Prosky, our President, Chief Operating Officer and Interim Chief Financial Officer, will no longer serve as our Interim Chief Financial Officer due to the appointment of Mr. Peay as our Chief Financial Officer. Mr. Prosky served as our Interim Chief Financial Officer from October 2015 to June 2016. Mr. Prosky shall continue to serve as our President and Chief Operating Officer until his successor is duly elected and qualifies, or until his removal from office.

Item 8.01 Other Events.

On June 15, 2016, American Healthcare Investors issued a press release announcing the appointment of Mr. Peay as our Chief Financial Officer. A copy of the press release, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
 
 
 
99.1
 
American Healthcare Investors, LLC Press Release, dated June 15, 2016





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
Griffin-American Healthcare REIT IV, Inc.
 
 
 
June 15, 2016
 
        By: /s/ Jeffrey T. Hanson                    
 
 
        Name: Jeffrey T. Hanson
 
 
        Title: Chief Executive Officer




Exhibit Index
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
American Healthcare Investors, LLC Press Release, dated June 15, 2016


EXHIBIT 99.1


Contact:
Damon Elder
(949) 270-9207
delder@ahinvestors.com


Brian Peay Named Executive Vice President and
Chief Financial Officer of American Healthcare Investors
Commercial real estate investment management veteran also named
CFO of Griffin-American Healthcare REIT III and Griffin-American Healthcare REIT IV

IRVINE, Calif. (June 15, 2016) – American Healthcare Investors, a commercial real estate investment firm that specializes in the acquisition and management of healthcare-related properties, announced today that Brian Peay has joined the company as executive vice president and chief financial officer. The boards of directors of Griffin-American Healthcare REIT III, Inc. and Griffin-American Healthcare REIT IV, Inc., which are co-sponsored and managed by American Healthcare Investors, have also appointed Peay to serve as their chief financial officer.

Peay joins American Healthcare Investors from Veritas Investments, Inc., a private real estate investment management company with more than $2 billion of assets under management, where he served as chief financial officer. While with Veritas, Peay was the principal financial executive with oversight of fund accounting, investor relations, and sourcing and structuring of debt, as well as financial planning, corporate budgeting, tax structuring and management of all accounting functions for the firm.

“Brian Peay is an important addition to our executive team, bringing with him more than 28 years of experience as a financial professional, including extensive experience in commercial real estate investment,” said Danny Prosky, a founding principal of American Healthcare Investors and president and chief operating officer of Griffin-American Healthcare REIT III and Griffin-American Healthcare REIT IV. “American Healthcare Investors is one of the largest managers of healthcare real estate in the nation with more than $8 billion in assets under management and one of the most successful sponsors of public non-traded REITs. The addition of an executive of Brian’s caliber and experience is a meaningful benefit to our company as we continue to grow and expand our platform. We couldn’t be more pleased to have him join our management team.”

Peay previously served in a series of management positions with Glenborough Realty Trust, Inc., a formerly New York Stock Exchange-listed REIT, ultimately as executive vice president and chief financial officer. During his 15-year career with Glenborough, Peay was a member of a four-person executive management committee responsible for the strategic direction of the company. He also played an integral role in the sale of the company to Morgan Stanley Real Estate Fund V, after which it became known as Glenborough, LLC.

Peay began his professional career in 1988 with real estate public accounting firm Kenneth Leventhal & Company, which merged with Ernst & Young in 1995.

Peay received a bachelor’s degree in business economics from the University of California, Santa Barbara and earned a CPA designation from the state of California, which is currently inactive.

About American Healthcare Investors, LLC
American Healthcare Investors is an investment management firm that specializes in the acquisition and management of healthcare-related real estate. One of the world’s largest managers of healthcare real estate, the company oversees a 29 million-square-foot portfolio valued at approximately $8 billion, based on aggregate purchase price, on behalf of multiple investment programs that include thousands of individual and institutional investors. As of March 31, 2016, this international portfolio includes approximately 600 buildings comprised of medical office buildings, hospitals, senior housing, skilled nursing facilities and integrated senior health campuses located throughout the United States and the United Kingdom. The company and its principals have completed approximately $25 billion in aggregate acquisition and disposition transactions, approximately $15 billion of which have been healthcare-related. American Healthcare Investors is committed to providing



investors with access to the potential benefits that healthcare-related real estate ownership can provide. For more information regarding American Healthcare Investors, please visit www.AmericanHealthcareInvestors.com.

About Griffin-American Healthcare REIT III, Inc.
Griffin-American Healthcare REIT III, Inc. qualified to be taxed as a real estate investment trust for federal income tax purposes beginning with its taxable year ended December 31, 2014, and intends to continue to be taxed as a REIT. Griffin-American Healthcare REIT III invests in a diversified portfolio of healthcare real estate assets, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. The REIT is co-sponsored by American Healthcare Investors and Griffin Capital Corporation. For more information regarding Griffin-American Healthcare REIT III, please visit www.HealthcareREIT3.com.

About Griffin-American Healthcare REIT IV, Inc.
Griffin-American Healthcare REIT IV, Inc. intends to elect to be taxed as a real estate investment trust for federal income tax purposes beginning with its taxable year ending December 31, 2016, or the first year in which it commences material operations, and it intends to continue to be taxed as a REIT. Griffin-American Healthcare REIT IV intends to build a balanced and diversified portfolio of healthcare real estate assets, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. The REIT is co-sponsored by American Healthcare Investors and Griffin Capital Corporation. For more information regarding Griffin-American Healthcare REIT IV, please visit www.HealthcareREIT4.com.