X0306 4 2015-04-01 1 0001499686 AVIV REIT, INC. AVIV 0001566902 O'Neill Donna M. C/O AVIV REIT, INC., 303 W. MADISON, SUITE 2400 CHICAGO IL 60606 0 1 0 0 Chief Accounting Officer Common Stock 2015-04-01 4 D 0 25042 0.00 D 0 D Restricted Stock Units 2015-04-01 4 D 0 1358 0.00 D Common Stock 1358 0 D Restricted Stock Units 2015-04-01 4 D 0 2125 0.00 D Common Stock 2125 0 D Employee Stock Option 16.5645 2015-04-01 4 D 0 132813 0.00 D Common Stock 132813 0 D Employee Stock Option 17.9548 2015-04-01 4 D 0 2957 0.00 D Common Stock 2957 0 D Employee Stock Option 18.6222 2015-04-01 4 D 0 2716 0.00 D Common Stock 2716 0 D Employee Stock Option 18.8658 2015-04-01 4 D 0 7243 0.00 D Common Stock 7243 0 D Employee Stock Option 18.8658 2015-04-01 4 D 0 102480 0.00 D Common Stock 102480 0 D Employee Stock Option 18.6543 2015-04-01 4 D 0 18834 0.00 D Common Stock 18834 0 D Employee Stock Option 18.6505 2015-04-01 4 D 0 16117 0.00 D Common Stock 16117 0 D 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. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 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. 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. 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. The stock options vested in full upon the initial public offering of Aviv REIT, Inc. on March 26, 2013. N/A /s/ Samuel H. Kovitz, as attorney in fact 2015-04-03