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*
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)
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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.
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