Form: 4

Statement of changes in beneficial ownership of securities

April 8, 2015

Documents

4: Statement of changes in beneficial ownership of securities

Published on April 8, 2015

SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LG Aviv L.P.
(Last) (First) (Middle)
630 FIFTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 04/06/2015 S 18,000,000 D $40 0 D(1)(2)
Common Stock 1,488,431 I(1)(2) By LG Aviv LP Voting Trust
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
LG Aviv L.P.
(Last) (First) (Middle)
630 FIFTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDBERG ALAN E
(Last) (First) (Middle)
C/O LINDSAY GOLDBERG
630 FIFTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lindsay Robert D
(Last) (First) (Middle)
C/O LINDSAY GOLDBERG
630 FIFTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10111
(City) (State) (Zip)
Explanation of Responses:
1. The general partner of LG Aviv L.P. is LG Aviv GP, LLC (the "GP"). Alan E. Goldberg and Robert D. Lindsay are the executive managers of the GP and, through a series of affiliated investment funds, share ownership and voting control of the GP. Messrs. Goldberg and Lindsay, by virtue of this relationship, may be deemed to have or share beneficial ownership of securities held by LG Aviv L.P and LG Aviv LP Voting Trust. Messrs. Goldberg and Lindsay beneficially own no securities of the Issuer directly.
2. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.
LG Aviv L.P. By: /s/ Michael W. Dees, Chief Financial Officer and Treasurer 04/08/2015
/s/ Alan E. Goldberg 04/08/2015
/s/ Robert D. Lindsay 04/08/2015
** 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 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.