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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nevo-Hacohen Talya

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP, CIO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2024
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 08/30/2024 A 3,985(1) A $0 230,322(2) D
Common Stock 529,206 I By The Talya Nevo-Hacohen 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 stock units credited to the reporting person in the form of dividend equivalent payments on stock units previously granted to the reporting person that are outstanding under the Issuer's 2009 Performance Incentive Plan, calculated on the basis of the market value of the Issuer's common stock on the dividend payment date. These units will vest and become payable on the same terms as the original stock units to which they relate.
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:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Michael Costa, as Attorney-in-Fact 09/04/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

4865-3272-8514 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard K. Matros and Michael Costa of Sabra Health Care REIT, Inc. and Andor D. Terner, Shelly Heyduk, Mollie Yeh and Regina Braman of O’Melveny & Myers LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in any capacity including without limitation in the undersigned’s capacity as an officer and/or director of Sabra Health Care REIT, Inc., or as a trustee, beneficiary or settlor of a trust, Forms 3, 4 and 5, and all amendments and/or supplements thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (3) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC any Notice of Proposed Sale of Securities on Form 144; (4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5 and 144, and all amendments and/or supplements thereto, and timely file such forms with the SEC and any stock exchange or other authority; and (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Sabra Health Care REIT, Inc. or O’Melveny & Myers LLP assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. The undersigned agrees that the foregoing attorneys-in-fact may rely entirely on information furnished orally or in writing by the undersigned to any of them. The undersigned also agrees to indemnify and hold harmless Sabra Health Care REIT, Inc. and O’Melveny & Myers LLP and the foregoing attorneys- in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the


 
4865-3272-8514 undersigned to any of them for purposes of executing, acknowledging, delivering or filing Forms 3, 4, 5 and 144 and all amendments and/or supplements thereto, and agrees to reimburse such companies and the attorneys-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in securities for which such forms are required to be filed including those securities issued by Sabra Health Care REIT, Inc., unless earlier revoked by the undersigned in a signed writing delivered by registered or certified mail, return receipt requested, to the Secretary of Sabra Health Care REIT, Inc. Notwithstanding anything to the contrary contained herein, upon receipt by the Secretary of Sabra Health Care REIT, Inc., this Power of Attorney shall supersede and replace all prior Powers of Attorney executed by the undersigned and filed with the Secretary of Sabra Health Care REIT, Inc. appointing Sabra Health Care REIT, Inc. employees or other designated attorneys-in-fact to file Forms 3, 4, 5 and 144 with the SEC under Section 16(a) of the Securities Exchange Act of 1934; provided, however, any indemnification and reimbursement agreement contained therein shall survive the termination of said Powers of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of June, 2024. Talya Nevo-Hacohen /s/ Talya Nevo-Hacohen


 

4865-3272-8514 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Richard K. Matros and Michael Costa of Sabra Health Care REIT, Inc. and Andor D. Terner, Shelly Heyduk, Mollie Yeh and Regina Braman of O’Melveny & Myers LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in any capacity including without limitation in the undersigned’s capacity as an officer and/or director of Sabra Health Care REIT, Inc., or as a trustee, beneficiary or settlor of a trust, Forms 3, 4 and 5, and all amendments and/or supplements thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (3) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC any Notice of Proposed Sale of Securities on Form 144; (4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5 and 144, and all amendments and/or supplements thereto, and timely file such forms with the SEC and any stock exchange or other authority; and (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Sabra Health Care REIT, Inc. or O’Melveny & Myers LLP assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. The undersigned agrees that the foregoing attorneys-in-fact may rely entirely on information furnished orally or in writing by the undersigned to any of them. The undersigned also agrees to indemnify and hold harmless Sabra Health Care REIT, Inc. and O’Melveny & Myers LLP and the foregoing attorneys- in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the


 
4865-3272-8514 undersigned to any of them for purposes of executing, acknowledging, delivering or filing Forms 3, 4, 5 and 144 and all amendments and/or supplements thereto, and agrees to reimburse such companies and the attorneys-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in securities for which such forms are required to be filed including those securities issued by Sabra Health Care REIT, Inc., unless earlier revoked by the undersigned in a signed writing delivered by registered or certified mail, return receipt requested, to the Secretary of Sabra Health Care REIT, Inc. Notwithstanding anything to the contrary contained herein, upon receipt by the Secretary of Sabra Health Care REIT, Inc., this Power of Attorney shall supersede and replace all prior Powers of Attorney executed by the undersigned and filed with the Secretary of Sabra Health Care REIT, Inc. appointing Sabra Health Care REIT, Inc. employees or other designated attorneys-in-fact to file Forms 3, 4, 5 and 144 with the SEC under Section 16(a) of the Securities Exchange Act of 1934; provided, however, any indemnification and reimbursement agreement contained therein shall survive the termination of said Powers of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of June, 2024. Talya Nevo-Hacohen /s/ Talya Nevo-Hacohen


 

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