National Health Investors (NHI) Form 4 NATIONAL HEALTH INVESTORS / D. Eric Mendelsohn 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^*

Mendelsohn D. Eric

(Last) (First) (Middle)

222 ROBERT ROSE DRIVE

(Street)

MURFREESBORO TN 37129

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL HEALTH INVESTORS INC [ NHI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2023

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	05/05/2023		A		5,000(1)	A	$0	51,256	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy) 2019	$79.96							02/21/2020	02/21/2024	Common Stock	41,666		41,666	D
Stock Options (Right to Buy) 2019	$79.96							02/21/2021	02/21/2024	Common Stock	41,668		41,668	D
Stock Options (Right to Buy) 2-21-2020	$90.79							02/21/2020	02/21/2025	Common Stock	41,666		41,666	D
Stock Options (Right to Buy) 2-21-2020	$90.79							02/21/2021	02/21/2025	Common Stock	41,666		41,666	D
Stock Options (Right to Buy) 2-21-2020	$90.79							02/21/2022	02/21/2025	Common Stock	41,668		41,668	D
Stock Options (Right to Buy) 2-25-2021	$69.2							02/25/2021	02/25/2026	Common Stock	41,666		41,666	D
Stock Options (Right to Buy) 2-25-2021	$69.2							02/25/2022	02/25/2026	Common Stock	41,666		41,666	D
Stock Options (Right to Buy) 2-25-2021	$69.2							02/25/2023	02/25/2026	Common Stock	41,668		41,668	D
Stock Option (Right to buy) 2022	$53.41							02/25/2022	02/25/2027	Common Stock	41,666		41,666	D
Stock Option (Right to buy) 2022	$53.41							02/25/2023	02/25/2027	Common Stock	41,666		41,666	D
Stock Option (Right to buy) 2022	$53.41							02/25/2024	02/25/2027	Common Stock	41,668		41,668	D
Stock Option (Right to Buy) 2023	$54.73							02/24/2023	02/24/2028	Common Stock	13,333		13,333	D
Stock Option (Right to Buy) 2023	$54.73							02/24/2024	02/24/2028	Common Stock	13,333		13,333	D
Stock Option (Right to Buy) 2023	$54.73							02/24/2025	02/24/2028	Common Stock	13,334		13,334	D

Explanation of Responses:

1. These shares are restricted stock which vest 20% on each anniversary of the date of grant, starting May 5, 2024.

	/s/Kimberly V. Ouimet, by limited power of attorney	05/08/2023
	** 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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