Sec Form 4 Filing - Malehorn Jeffrey A. @ Sabra Health Care REIT, Inc. - 2017-08-17

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Malehorn Jeffrey A. 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) (Last) (First) (Middle) C/O SABRA HEALTH CARE REIT, INC., 18500 VON KARMAN AVENUE, SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2017 (Street) IRVINE, CA92612 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 15,989 A 15,989 D Common Stock 08/17/2017 A 3,137 ( 2 ) A 19,126 ( 3 ) D Common Stock 08/17/2017 A 4,544 ( 4 ) A $ 0 23,670 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Malehorn Jeffrey A. C/O SABRA HEALTH CARE REIT, INC. 18500 VON KARMAN AVENUE, SUITE 550 IRVINE, CA92612 X Signatures /s/ Harold W. Andrews, Jr., as Attorney-in-Fact 08/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 10,079 shares of Care Capital Properties, Inc. ("CCP") common stock and 4,160 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 )Consists of stock units received in exchange for 2,793.095 shares of CCP common stock subject to a deferred stock unit ("DSU") award, in connection with the Merger. In accordance with the terms of the Merger, each CCP DSU award vested in full (if not already vested), was assumed by Sabra, and 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). This stock unit award continues to have the same terms and conditions as applied to the CCP DSU award immediately prior to the effective time of the Merger and will be settled in shares of Sabra common stock on the same settlement date(s) applicable to such CCP DSU award. ( 3 )Includes 3,137 stock units that have vested but the payment of which has been deferred. Each stock unit represents the right to receive one share of Sabra's common stock. ( 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 and 3,137 stock units that have vested but the payment of which has been deferred. Each stock unit represents the right to receive one share of Sabra's common stock.

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.