Sec Form 4 Filing - Benson Kristen Michelle @ Care Capital Properties, 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

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1. Name and Address of Reporting Person Benson Kristen Michelle 2. Issuer Name and Ticker or Trading Symbol Care Capital Properties, Inc. [ CCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GC and Corp. Secretary (Last) (First) (Middle) 191 N. WACKER DRIVE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2017 (Street) CHICAGO, IL60606 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 8,982 ( 1 ) A 72,440 D Common Stock 08/17/2017 D 72,440 ( 2 ) D 0 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 Stock Option (Right to Buy) $ 21.6 08/17/2017 D 4,011 ( 3 )( 6 ) 02/26/2020 Common Stock 4,011 ( 6 ) 0 D Stock Option (Right to Buy) $ 27.95 08/17/2017 D 3,178 ( 3 )( 6 ) 02/25/2021 Common Stock 3,178 ( 6 ) 0 D Stock Option (Right to Buy) $ 27.07 08/17/2017 D 3,739 ( 3 )( 6 ) 03/09/2022 Common Stock 3,739 ( 6 ) 0 D Stock Option (Right to Buy) $ 34.37 08/17/2017 D 7,672 ( 3 )( 6 ) 03/08/2023 Common Stock 7,672 ( 6 ) 0 D Stock Option (Right to Buy) $ 29.57 08/17/2017 D 13,679 ( 3 )( 6 ) 03/07/2024 Common Stock 13,679 ( 6 ) 0 D Stock Option (Right to Buy) $ 34.16 08/17/2017 D 16,067 ( 4 )( 6 ) 03/06/2025 Common Stock 16,067 ( 6 ) 0 D Stock Option (Right to Buy) $ 29.94 08/17/2017 D 31,998 ( 5 )( 6 ) 01/27/2026 Common Stock 31,998 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benson Kristen Michelle 191 N. WACKER DRIVE SUITE 1200 CHICAGO, IL60606 EVP, GC and Corp. Secretary Signatures Kristen M. Benson 08/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an Agreement and Plan of Merger, dated May 7, 2017 (the "Merger Agreement"), by and among Sabra Health Care REIT, Inc., a Maryland corporation ("Sabra"), Sabra Health Care Limited Partnership, a Delaware limited partnership, PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Sabra ("Merger Sub"), Care Capital Properties, Inc., a Delaware corporation (the "Issuer"), and Care Capital Properties, LP, a Delaware limited partnership, the outstanding performance-based restricted stock units held by the Reporting Person immediately prior to the effective time of the merger (the "Merger") of Issuer with and into Merger Sub vested in full and were converted into an aggregate 8,982 shares of Issuer common stock. ( 2 )Pursuant to the Merger Agreement, each outstanding share of the Issuer's common stock was exchanged on August 17, 2017 for the right to receive 1.123 newly issued shares of Sabra's common stock (the "Merger Consideration"), subject to certain adjustments as set forth in the Merger Agreement. The closing price of shares of Sabra's common stock on August 16, 2017 was $21.72 per share. ( 3 )Fully vested. ( 4 )A portion of these options were scheduled to vest on March 6, 2018. ( 5 )These options were granted on January 27, 2016 and were scheduled to vest in three equal installments beginning on the first anniversary of the date of the grant. ( 6 )Pursuant to the Merger Agreement, each stock option, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger vested in full (if not already vested), was assumed by Sabra and was converted into a stock option award to purchase a number of shares of Sabra common stock, at an exercise price per share of Sabra common stock under such option, based on the exchange ratio provided in the Merger Agreement, and will remain exercisable in accordance with the terms and conditions applicable to the original stock option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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