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
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 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*
Lewis Raymond J
(Last) (First) (Middle)
C/O SABRA HEALTH CARE REIT, INC.
18500 VON KARMAN AVENUE, SUITE 550
(Street)
IRVINE CA 92612
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sabra Health Care REIT, Inc. [ SBRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2017
4. If Amendment, Date of 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
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 08/17/2017 A 274,986 A (1) 274,986 D
Common Stock 08/17/2017 A 42,667 A (2) 317,653 D
Common Stock 08/17/2017 F 75,717(3) D $21.72 241,936 D
Common Stock 08/17/2017 A 4,544(4) A $0 246,480(5) D
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
Stock Option (Right to Buy) $24.24 08/17/2017 A 156,997 08/17/2017 01/18/2022 Common Stock 156,997 (6) 156,997 D
Stock Option (Right to Buy) $28.7 08/17/2017 A 181,553 08/17/2017 01/23/2023 Common Stock 181,553 (7) 181,553 D
Stock Option (Right to Buy) $26.81 08/17/2017 A 302,570 08/17/2017 01/29/2024 Common Stock 302,570 (8) 302,570 D
Stock Option (Right to Buy) $34.09 08/17/2017 A 222,942 08/17/2017 01/21/2025 Common Stock 222,942 (9) 222,942 D
Stock Option (Right to Buy) $26.67 08/17/2017 A 360,995 08/17/2017 01/27/2026 Common Stock 360,995 (10) 360,995 D
Explanation of Responses:
1. Received in exchange for 139,100 shares of Care Capital Properties, Inc. ("CCP") common stock and 105,768 shares of CCP restricted stock, in connection with the acquisition of CCP by Sabra Health Care REIT, Inc. ("Sabra") (the "Merger"). In accordance with the terms of the Merger, (a) each share of CCP common stock was converted into the right to receive 1.123 shares of Sabra common stock, with cash paid in lieu of fractional shares, and (b) each share of CCP restricted stock vested in full and was converted into the right to receive 1.123 shares of Sabra common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of CCP's common stock was $24.21 per share, and the last traded price of Sabra's common stock was $21.72 per share.
2. Received in exchange for 37,994 shares of CCP common stock subject to a restricted stock unit ("RSU") award, in connection with the Merger. In accordance with the terms of the Merger, each CCP RSU award vested in full, was assumed by Sabra, was converted into a stock unit award with respect to Sabra common stock (giving effect to the 1.123 exchange ratio and rounding to the nearest whole share), and became payable in connection with the Merger.
3. Represents shares withheld by Sabra in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of the restricted stock and RSUs, each as reported herein.
4. Grant of restricted stock units under Sabra's 2009 Performance Incentive Plan. The units vest in equal monthly installments beginning September 19, 2017 and ending on the earlier of June 19, 2018 or the day before the date of the next annual stockholders' meeting.
5. Includes 4,544 unvested stock units. Each stock unit represents the right to receive one share of Sabra's common stock.
6. Received in the Merger in exchange for an employee stock option to acquire 139,802 shares of CCP common stock for $27.22 per share.
7. Received in the Merger in exchange for an employee stock option to acquire 161,668 shares of CCP common stock for $32.22 per share.
8. Received in the Merger in exchange for an employee stock option to acquire 269,431 shares of CCP common stock for $30.10 per share.
9. Received in the Merger in exchange for an employee stock option to acquire 198,525 shares of CCP common stock for $38.28 per share.
10. Received in the Merger in exchange for an employee stock option to acquire 321,456 shares of CCP common stock for $29.94 per share.
Remarks:
/s/ Harold W. Andrews, Jr., as Attorney-in-Fact 08/21/2017
** 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).
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