UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
Darryl W. Copeland, Jr.
77 West Wacker Drive
Suite 4400
Chicago, IL 60601
2. Issuer Name and Ticker or Trading Symbol
Brookdale Living Communities, Inc. (BLCI)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
12/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Executive Vice President and
Chief Financial Officer
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 12,000 D Direct
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right $11.5000 12/07/99 D V 17,391 (1) 05/07/07
to buy)
Incentive Stock Option (right $14.2800 05/20/99 A V 5,000 (2) (2)
to buy)
Option to Purchase Common $0.0100 12/07/99 S 100,000 05/07/98 05/07/02
Stock (right to buy)
Option to Purchase Common $10.9089 12/07/99 S 25,000 05/07/97 05/08/00
Stock (right to buy)
Non-Qualified Stock Option $11.5000 12/07/99 12/07/00
(right to buy) (3) (3)
Non-Qualified Stock Option $14.2800 05/20/99 A V 5,000 (4) (4)
(right to buy)
Non-Qualified Stock Option $23.4750 05/21/98 12/07/00
(right to buy) (5)
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right 12/07/99 Common Stock 17,391 0 D Direct
to buy)
Incentive Stock Option (right 05/20/99 Common Stock 5,000 0 D Direct
to buy)
Option to Purchase Common 12/07/99 Common Stock 100,000 $12.5000 0 D Direct
Stock (right to buy)
Option to Purchase Common 12/07/99 Common Stock 25,000 $3.0000 0 D Direct
Stock (right to buy)
Non-Qualified Stock Option Common Stock 152,500 152,500 D Direct
(right to buy)
Non-Qualified Stock Option 05/20/99 Common Stock 5,000 (4) D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 45,000 45,000 D Direct
(right to buy)
<FN>
Explanation of Responses:
(1)
In connection with the execution of a Consulting Agreement between Mr. Copeland and the Issuer dated December 7, 1999; 17,391
Incentive Stock Options were cancelled. In addition, as a result of the termination of Mr. Copeland's employment with the Issuer on
December 7, 1999, 17,391 unvested Incentive Stock Options were forfeited prior to such options becoming exercisable.
(2)
As a result of the termination of Mr. Copeland's employment with the Issuer on December 7, 1999, all 5,000 Incentive Stock Options
were forfeited prior to such options becoming exercisable.
(3)
In connection with the execution of a Consulting Agreement between Mr. Copeland and the Issuer dated December 7, 1999 the exercise
date for 79,891 Non-Qualified Stock Options was accelerated to December 7, 1999. In addition, as a result of the termination of Mr.
Copeland's employment with the Issuer on December 7, 1999, 27,718 unvested Non-Qualified Stock Options were forfeited and the
expiration date for all 152,500 vested Non-Qualified Stock Options has been accelerated to December 7, 2000.
(4)
As a result of the termination of Mr. Copeland's employment with the Issuer on December 7, 1999, all 5,000 Non-Qualified Stock
Options were forfeited prior to such options becoming exercisable.
(5)
As a result of the termination of Mr. Copeland's employment with the Issuer on December 7, 1999, the initial expiration date for all
45,000 Non-Qualified Stock Options has been accelerated to December 7, 2000.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/s/ Darryl W. Copeland, Jr.
DATE February 14, 2000
