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 *
Bernfield Craig M
   2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [OHI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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   192,987 (1) A $ 40.57 192,987 D  
Common Stock 04/01/2015   A   69,277 (2) A $ 40.57 262,264 D  
Common Stock 04/01/2015   F   31,569 (3) D $ 40.57 230,695 D  

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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   1,494,209 (4)   04/01/2015   (5) Common Stock 1,494,209 $ 0 1,494,209 D  
Stock Options (Right to Buy) $ 19.96 04/01/2015   A   33,196 (4)   04/01/2015   (6) Common Stock 33,196 $ 0 33,196 D  
Stock Options (Right to Buy) $ 20.7 04/01/2015   A   31,783 (4)   04/01/2015   (7) Common Stock 31,783 $ 0 31,783 D  
Stock Options (Right to Buy) $ 20.97 04/01/2015   A   627,813 (4)   04/01/2015   (8) Common Stock 627,813 $ 0 627,813 D  
Stock Options (Right to Buy) $ 20.73 04/01/2015   A   297,796 (4)   04/01/2015   (9) Common Stock 297,796 $ 0 297,796 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bernfield Craig M
200 INTERNATIONAL CIRCLE
SUITE 3500
HUNT VALLEY, MD 21030		   X      

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 214,431 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 76,976 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) Does not Expire
(7) Does not expire
(8) Does not expire
(9) Does not expire

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