Sec Form 4 Filing - LG Aviv L.P. @ OMEGA HEALTHCARE INVESTORS INC - 2015-04-06

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 LG Aviv L.P. 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) (Last) (First) (Middle) 630 FIFTH AVENUE, 30TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 04/06/2015 (Street) NEW YORK, NY10111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 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 (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 LG Aviv L.P. 630 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY10111 X GOLDBERG ALAN E C/O LINDSAY GOLDBERG 630 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY10111 X Lindsay Robert D C/O LINDSAY GOLDBERG 630 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY10111 X Signatures LG Aviv L.P. By: /s/ Michael W. Dees, Chief Financial Officer and Treasurer 04/08/2015 Signature of Reporting Person Date /s/ Alan E. Goldberg 04/08/2015 Signature of Reporting Person Date /s/ Robert D. Lindsay 04/08/2015 Signature of Reporting Person Date

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.

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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