Edgar Filing: HENDRICKSON CAREY P

Ownership Submission

FORM 4

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 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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HENDRICKSON CAREY P

2. Issuer Name and Ticker or Trading Symbol
CAPITAL SENIOR LIVING CORP [CSU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President & CFO

(Last)

(First)

(Middle)

14160 DALLAS PARKWAY, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2018

(Street)

DALLAS, TX 75254

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2018		A		32,059 ⁽¹⁾	A	$ 0	207,577	D
Common Stock	03/27/2018		A		48,089 ⁽²⁾	A	$ 0	255,666	D
Common Stock	03/27/2018		D		26 ⁽³⁾	D	$ 0	255,640	D
Common Stock	03/27/2018		D		1,255 ⁽⁴⁾	D	$ 0	254,385	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HENDRICKSON CAREY P 14160 DALLAS PARKWAY SUITE 300 DALLAS, TX 75254			Senior Vice President & CFO

Signatures

/s/ Carey P. Hendrickson		03/29/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of restricted stock granted on March 27, 2018 under the Company's 2007 Omnibus Stock and Incentive Plan, which vest in three installments of 33%, 33% and 34% on March 27, 2019, March 27, 2020 and March 27, 2021, respectively.
(2)	Represents shares of performance-based restricted stock granted on March 27, 2018 under the Company's 2007 Omnibus Stock and Incentive Plan, which vest subject to the satisfaction of certain performance conditions upon the later of (i) the third anniversary of the grant date or (ii) the date that the Compensation Committee of the Company's Board certifies that such performance conditions have been satisfied.
(3)	Represents shares of performance-based restricted stock that were previously reported as beneficially owned by the reporting person as of February 27, 2015, but were subsequently forefeited due to the Company achieving 99.7% (but not 100%) of the performance target with respect to such shares for fiscal 2017.
(4)	Represents shares of performance-based restricted stock that were previously reported as beneficially owned by the reporting person as of February 24, 2016, but were subsequently forefeited due to the Company achieving 90.1% (but not 100%) of the performance target with respect to such shares for fiscal 2017.

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