SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

INSOFT STEVEN J

(Last)

(First)

(Middle)

C/O AVIV REIT, INC.,

303 W. MADISON, SUITE 2400

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

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)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2015		D		110,984	D	$0.00⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	04/01/2015		D			4,749	⁽³⁾	⁽³⁾	Common Stock	4,749	$0.00	0	D
Restricted Stock Units	⁽²⁾	04/01/2015		D			7,441	⁽⁴⁾	⁽⁴⁾	Common Stock	7,441	$0.00	0	D
Employee Stock Option	$16.5645⁽⁵⁾	04/01/2015		D			885,445	⁽⁶⁾	⁽⁷⁾	Common Stock	885,445	$0.00	0	D
Employee Stock Option	$17.9548⁽⁵⁾	04/01/2015		D			19,680	⁽⁶⁾	⁽⁷⁾	Common Stock	19,680	$0.00	0	D
Employee Stock Option	$18.6222⁽⁵⁾	04/01/2015		D			18,834	⁽⁶⁾	⁽⁷⁾	Common Stock	18,834	$0.00	0	D
Employee Stock Option	$18.8658⁽⁵⁾	04/01/2015		D			47,631	⁽⁶⁾	⁽⁷⁾	Common Stock	47,631	$0.00	0	D
Employee Stock Option	$18.8658⁽⁵⁾	04/01/2015		D			153,762	⁽⁶⁾	⁽⁷⁾	Common Stock	153,762	$0.00	0	D
Employee Stock Option	$18.6543⁽⁵⁾	04/01/2015		D			83,310	⁽⁶⁾	⁽⁷⁾	Common Stock	83,310	$0.00	0	D
Employee Stock Option	$18.6505⁽⁵⁾	04/01/2015		D			69,183	⁽⁶⁾	⁽⁷⁾	Common Stock	69,183	$0.00	0	D

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 Restricted Stock Unit represents a contingent right to receive one share of common stock of the Issuer.

3. The RSUs vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.

4. The RSUs vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.

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 REIT, Inc. on March 26, 2013.

7. N/A

Remarks:

	/s/ Samuel H. Kovitz, as attorney in fact	04/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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