Sec Form 4 Filing - O'Neill Donna M. @ AVIV REIT, INC. - 2015-04-01

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 O'Neill Donna M. 2. Issuer Name and Ticker or Trading Symbol AVIV REIT, INC. [ AVIV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O AVIV REIT, INC.,, 303 W. MADISON, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2015 (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 04/01/2015 D 25,042 D $ 0 ( 1 ) 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 Restricted Stock Units ( 2 ) 04/01/2015 D 1,358 ( 3 ) ( 3 ) Common Stock 1,358 $ 0 0 D Restricted Stock Units ( 2 ) 04/01/2015 D 2,125 ( 4 ) ( 4 ) Common Stock 2,125 $ 0 0 D Employee Stock Option $ 16.5645 ( 5 ) 04/01/2015 D 132,813 ( 6 ) ( 7 ) Common Stock 132,813 $ 0 0 D Employee Stock Option $ 17.9548 ( 5 ) 04/01/2015 D 2,957 ( 6 ) ( 7 ) Common Stock 2,957 $ 0 0 D Employee Stock Option $ 18.6222 ( 5 ) 04/01/2015 D 2,716 ( 6 ) ( 7 ) Common Stock 2,716 $ 0 0 D Employee Stock Option $ 18.8658 ( 5 ) 04/01/2015 D 7,243 ( 6 ) ( 7 ) Common Stock 7,243 $ 0 0 D Employee Stock Option $ 18.8658 ( 5 ) 04/01/2015 D 102,480 ( 6 ) ( 7 ) Common Stock 102,480 $ 0 0 D Employee Stock Option $ 18.6543 ( 5 ) 04/01/2015 D 18,834 ( 6 ) ( 7 ) Common Stock 18,834 $ 0 0 D Employee Stock Option $ 18.6505 ( 5 ) 04/01/2015 D 16,117 ( 6 ) ( 7 ) Common Stock 16,117 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Neill Donna M. C/O AVIV REIT, INC., 303 W. MADISON, SUITE 2400 CHICAGO, IL60606 Chief Accounting Officer Signatures /s/ Samuel H. Kovitz, as attorney in fact 04/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an Agreement and Plan of Merger, dated October 30, 2014, among Omega Healthcare Investors, Inc. ("Omega"), OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. (the "Issuer") and Aviv Healthcare Properties Limited Partnership (the "Merger Agreement"), each outstanding share of the Issuer's common stock was exchanged for the right to receive nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement (such ratio, the "Exchange Ratio"), on April 1, 2015 (the "Closing Date"). The last reported sale price of shares of Omega common stock on the Closing Date was $40.74 per share. ( 2 )Each RSU represents a contingent right to receive one share of common stock of the Issuer. ( 3 )The RSUs originally were to vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the Closing Date, the RSUs were 100% vested and cancelled and were payable for a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock. ( 4 )The RSUs originally were to vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the Closing Date, the RSUs were 100% vested and cancelled and were payable for a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock. ( 5 )Pursuant to the Merger Agreement, as of the Effective time of the Merger, the stock options ceased to be exercisable for shares of Issuer common stock but instead are exercisable for a number of shares of Omega common stock equal to nine-tenths of a share of Omega common stock, subject to certain adjustments as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such stock options related immediately prior to the Effective time of the Merger. ( 6 )The stock options vested in full upon the initial public offering of Aviv R EIT, Inc. on March 26, 2013. ( 7 )N/A

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