National Health Investors (NHI) Form 5 NATIONAL HEALTH INVESTORS / W ANDREW ADAMS ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ADAMS W ANDREW

(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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock By Amk, L.p.	01/26/2023		G	35,000	D	$0	0	D
Common Stock by W. Andrew Adams Exempt Trust							121,035(1)	D
Common Stock - Revocable Living Trust							708,469(2)	I	Trustee
Common Stock By Adams Family Foundation II							177,000	I	Trustee
Common Stock by JMA Grandchildren's Trust							12,635	I	Trustee
Common Stock - held by Spouse							11,707	I	Common Stock held by Spouse

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option Grant 2-21-19	$79.96						02/21/2019	02/21/2024	Common Stock	25,000		25,000	D
Stock Options (Right to Buy) 2-21-2020	$90.79						02/21/2020	02/21/2025	Common Stock	25,000		25,000	D
Stock Options (Right to Buy) 2-25-2021	$69.2						02/25/2021	02/25/2026	Common Stock	25,000		25,000	D
Stock Option (Right to buy) 2022	$53.41						02/25/2022	02/25/2027	Common Stock	25,000		25,000	D
Stock Option (Right to Buy) 2023	$54.73						02/24/2023	02/24/2028	Common Stock	10,000		10,000	D

Explanation of Responses:

1. To reflect a change in form of beneficial ownership as a result of Common stock held by W. Andrew Adams as direct owner and shares held by Springland Ventures, LP, the W. Andrew Adams Non-exempt trust, and AMK, LP being transferred to W. Andrew Adams Exempt Trust in 2023.

2. To reflect a change in form of beneficial ownership as a result of 708,469 shares transferred from AMK, LP to the W. Andrew Adams Revocable Living Trust in 2023.

	/s/W. Andrew Adams	02/14/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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