SNR New Senior Investment Group Inc

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Patel Bhairav	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
(Last)          (First)          (Middle) C/O NEW SENIOR INVESTMENT GROUP INC., 55 WEST 46TH STREET, SUITE 2204	3. Date of Earliest Transaction (MM/DD/YYYY) 9/21/2021
(Street) NEW YORK, NY 10036 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	9/21/2021		D		60180.258	D	(1)	0	D
Common Stock	9/21/2021		D		26971	D	(2)	0	D
Common Stock	9/21/2021		D		47770	D	(3)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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)	9/21/2021		D			204416	(4)	(4)	Common Stock	204416	(4)	0	D
Stock Options (Right to Buy)	$3.28	9/21/2021		D			333300	(5)	1/1/2029	Common Stock	333300	(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

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Patel Bhairav C/O NEW SENIOR INVESTMENT GROUP INC. 55 WEST 46TH STREET, SUITE 2204 NEW YORK, NY 10036			See Remarks

Signatures
/s/ Lori B. Marino, Attorney-in-fact for Bhairav Patel		9/23/2021
**Signature of Reporting Person		Date