Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
INSOFT STEVEN J
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Corp Development Officer
(Last)
(First)
(Middle)
200 INTERNATIONAL CIRCLE, SUITE 3500		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015
(Street)

HUNT VALLEY, MD 21030		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 04/01/2015   A   153,757 (1) A $ 40.57 153,757 D  
Common Stock 04/01/2015   A   53,872 (2) A $ 40.57 207,629 D  
Common Stock 04/01/2015   F   23,707 (3) D $ 40.57 183,922 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Stock Options (Right to Buy) $ 18.41 04/01/2015   A   796,900 (4)   04/01/2015   (5) Common Stock 796,900 $ 0 796,900 D  
Stock Options (Right to Buy) $ 19.96 04/01/2015   A   17,712 (4)   04/01/2015   (5) Common Stock 17,712 $ 0 17,712 D  
Stock Options (Right to Buy) $ 20.7 04/01/2015   A   16,950 (4)   04/01/2015   (5) Common Stock 16,950 $ 20.7 16,950 D  
Stock Options (Right to Buy) $ 20.97 04/01/2015   A   181,306 (4)   04/01/2015   (5) Common Stock 181,306 $ 0 181,306 D  
Stock Options (Right to Buy) $ 20.73 04/01/2015   A   137,242 (4)   04/01/2015   (5) Common Stock 137,242 $ 0 137,242 D  
Restricted Stock Units (6) 04/01/2015   A   4,274 (7)     (8)   (8) Common Stock 4,274 $ 40.57 4,274 D  
Restricted Stock Units (6) 04/01/2015   A   6,696 (9)     (10)   (10) Common Stock 6,696 $ 40.57 10,970 D  
Restricted Stock Units (11) 04/01/2015   A   24,914     (11)   (11) Common Stock 24,914 $ 40.57 35,884 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
INSOFT STEVEN J
200 INTERNATIONAL CIRCLE
SUITE 3500
HUNT VALLEY, MD 21030		       Chief Corp Development Officer  

Signatures

 /s/ Thomas H. Peterson, Attorney-in-Fact   04/03/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Received in exchange for 170,844 shares (including restricted shares) of common stock of Aviv REIT, Inc. ("Aviv") in connection with the merger of Aviv REIT, Inc. into a wholly owned subsidiary of the Issuer (the "Merger").
(2) Received in exchange for 59,860 performance-based restricted stock units of Aviv.
(3) Represents stock withheld as payment of income tax liability in connection with the delivery of shares subject to performance-based restricted stock units of Aviv.
(4) Received in the Merger in exchange for an employee stock option to acquire shares of Aviv common stock.
(5) Does not expire
(6) Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.
(7) Received in the Merger in exchange for 4,749 RSUs of Aviv.
(8) The RSUs vest on December 31, 2015, subject in each case to the holder not incurring a termination through the vesting date.
(9) Received in the Merger in exchange for 7,441 RSUs of Aviv.
(10) The RSUs vest on December 31, 2016, subject in each case to the holder not incurring a termination through the vesting date.
(11) Represents grant of RSUs subject to cliff vesting on December 31, 2017 and subject to continued employment on the vesting date and certain exceptions for qualifying termination of employment.

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