National Health Investors Form 4 / 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
09/05/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/05/2024		M		41,666	A	$53.41	135,921⁽¹⁾	D
Common Stock	09/05/2024		M		41,666	A	$53.41	177,587⁽¹⁾	D
Common Stock	09/05/2024		M		41,668	A	$53.41	219,255⁽¹⁾	D
Common Stock	09/05/2024		M		13,333	A	$54.73	67,589⁽¹⁾	D
Common Stock	09/05/2024		M		13,333	A	$54.73	80,922⁽¹⁾	D
Common Stock	09/05/2024		M		13,333	A	$57.76	94,255⁽¹⁾	D
Common Stock	09/05/2024		F		130,461	D	$82.1	88,794⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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) 2023	$54.73							02/24/2025	02/24/2028	Common Stock	13,334		13,334	D
Stock Option (Right to Buy) 2024	$57.76							02/23/2025	02/23/2029	Common Stock	13,333		13,333	D
Stock Option (Right to Buy) 2024	$57.76							02/23/2026	02/23/2029	Common Stock	13,334		13,334	D
Stock Option (Right to Buy) 2024	$57.76	09/05/2024		M			13,333	02/23/2024	02/23/2029	Common Stock	13,333	$0	0	D
Stock Option (Right to Buy) 2023	$54.73	09/05/2024		M			13,333	02/24/2023	02/24/2028	Common Stock	13,333	$0	0	D
Stock Option (Right to Buy) 2023	$54.73	09/05/2024		M			13,333	02/24/2024	02/24/2028	Common Stock	13,333	$0	0	D
Stock Option (Right to buy) 2022	$53.41	09/05/2024		M			41,666	02/25/2022	02/25/2027	Common Stock	41,666	$0	0	D
Stock Option (Right to buy) 2022	$53.41	09/05/2024		M			41,666	02/25/2023	02/25/2027	Common Stock	41,666	$0	0	D
Stock Option (Right to buy) 2022	$53.41	09/05/2024		M			41,668	02/25/2024	02/25/2027	Common Stock	41,668	$0	0	D

Explanation of Responses:

1. Acquired due to the net exercise of stock options granted 2/25/22, 2/24/23 and 2/23/24 with shares withheld by the Company to cover the exercise price and taxes. This transaction was completed subsequent to the execution of a Lock- Up Agreement and shares received are subject to the provisions of that agreement.

	/s/Kimberly V. Ouimet, by limited power of attorney	09/06/2024
	** 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.

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