Sec Form 4 Filing - NARDONE RANDAL A @ Brookdale Senior Living Inc. - 2014-06-02

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 NARDONE RANDAL A 2. Issuer Name and Ticker or Trading Symbol Brookdale Senior Living Inc. [ BKD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FORTRESS INVESTMENT GROUP LLC, 1345 AVENUE OF THE AMERICAS, 46TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2014 (Street) NEW YORK, NY10105 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 06/02/2014 S 913,289 D $ 32 0 D Common Stock 06/02/2014 S 3,026,435 D $ 32 0 I Fortress Investment Fund IV (Fund A) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 1,222,077 D $ 32 0 I Fortress Investment Fund IV (Fund B) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 289,968 D $ 32 0 I Fortress Investment Fund IV (Fund C) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 1,810,004 D $ 32 0 I Fortress Investment Fund IV (Fund D) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 211,916 D $ 32 0 I Fortress Investment Fund IV (Fund E) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 95,084 D $ 32 0 I Fortress Investment Fund IV (Fund F) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 114,081 D $ 32 0 I Fortress Investment Fund IV (Fund G) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 790,673 D $ 32 0 I Fortress Investment Fund IV (Coinvestment Fund A) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 492,823 D $ 32 0 I Fortress Investment Fund IV (Coinvestment Fund B) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 98,164 D $ 32 0 I Fortress Investment Fund IV (Coinvestment Fund C) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 473,183 D $ 32 0 I Fortress Investment Fund IV (Coinvestment Fund D) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 40,635 D $ 32 0 I Fortress Investment Fund IV (Coinvestment Fund F) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 135,391 D $ 32 0 I Fortress Investment Fund IV (Coinvestment Fund G) L.P. ( 1 ) ( 2 ) Common Stock 06/02/2014 S 8,793,392 D $ 32 0 I Fortress RIC Coinvestment Fund LP ( 1 ) ( 3 )

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 NARDONE RANDAL A C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X X Signatures /s/ Randal A. Nardone 06/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Randal A. Nardone may be deemed to beneficially own the shares listed in this report as beneficially owned by Fortress Investment Group LLC ("FIG") or its affiliates. Mr. Nardone disclaims beneficial ownership of all reported shares except to the extent of his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. ( 2 )FIG LLC is the investment manager of Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fun d IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D) L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., and Fortress Investment Fund IV (Coinvestment Fund G) L.P. Fortress Operating Entity I LP (FOE I) is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by Fortress Investment Group LLC ("FIG"). ( 3 )FIG LLC is the investment manager of Fortress RIC Coinvestment Fund LP. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

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.