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Form 4 New Senior Investment For: Sep 21 Filed by: Patel Bhairav

September 23, 2021 4:23 PM EDT
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 *
Patel Bhairav

(Last) (First) (Middle)
C/O NEW SENIOR INVESTMENT GROUP INC.
55 WEST 46TH STREET, SUITE 2204

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Senior Investment Group Inc. [ SNR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2021
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 09/21/2021   D   60,180.258 D (1) 0 D  
Common Stock 09/21/2021   D   26,971 D (2) 0 D  
Common Stock 09/21/2021   D   47,770 D (3) 0 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
Performance-Based Restricted Stock Units (4) 09/21/2021   D     204,416   (4)   (4) Common Stock 204,416 (4) 0 D  
Stock Options (Right to Buy) $ 3.28 09/21/2021   D     333,300   (5) 01/01/2029 Common Stock 333,300 (5) 0 D  
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among New Senior Investment Group Inc., a Delaware corporation ("New Senior"), Ventas, Inc., a Delaware corporation ("Ventas") and Cadence Merger Sub LLC, a Delaware limited liability company and subsidiary of Ventas, each outstanding share of New Senior common stock, par value $0.01 ("Common Stock"), was converted into the right to receive 0.1561 (the "Exchange Ratio") of a newly issued share of Ventas common stock, par value $0.25 per share ("Ventas Common Stock"). Holders of record of Common Stock will receive cash in lieu of fractional shares.
2. Pursuant to the Merger Agreement, each outstanding New Senior restricted stock award became fully vested and was canceled and retired and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such restricted stock award, less applicable withholding taxes.
3. Pursuant to the Merger Agreement, each outstanding New Senior restricted stock unit award became fully vested and was canceled and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such restricted stock unit award, less applicable withholding taxes.
4. Pursuant to the Merger Agreement, each outstanding New Senior performance-based restricted stock unit award became fully vested and was canceled and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such performance-based restricted stock unit award (assuming achievement of performance measures based on maximum performance).
5. Pursuant to the Merger Agreement, each outstanding New Senior stock option became fully vested and was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of (i) $8.82 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of Common Stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding New Senior stock option with an exercise price equal to or greater than $8.82 was canceled for no consideration.
Remarks:
EVP of Finance & Accounting, Interim CFO
/s/ Lori B. Marino, Attorney-in-fact for Bhairav Patel 09/23/2021
** 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.


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