Sabra Health Care REIT (SBRA) Form 4 Sabra Health Care REIT / RICHARD K MATROS ownership change

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^*

MATROS RICHARD K

(Last) (First) (Middle)

C/O SABRA HEALTH CARE REIT, INC.

1781 FLIGHT WAY

(Street)

TUSTIN CA 92782

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sabra Health Care REIT, Inc. [ SBRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chair, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2025		A		285,144(1)	A	$0	812,564(2)	D
Common Stock								1,624,750	I	By R&A Matros Revocable Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to a relative total stockholder return-based stock unit ("TSR units") award granted on December 28, 2021, including 64,470 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on January 15, 2025 that the number of TSR units earned was 200% of the target, based on the percentile ranking of the Issuer's total stockholder return among the total stockholder returns for the stocks comprising a group of pre-selected peer companies over the three-year performance period. Upon this determination, the TSR units vested immediately. The vested units will be paid on a one-for-one basis in shares of the Issuer's Common Stock on or about January 2, 2026, subject to earlier payment in the event of death, disability or change of control.

2. Consists of stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.

Remarks:

	/s/ Michael Costa, as Attorney-in-Fact	01/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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