CUSIP No. 681936100		13G		Page 1

1.		NAMES OF REPORTING PERSONS   LG Aviv L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   0 (see Item 4)*
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   1,488,431 shares (see Item 4)*

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,488,431 shares (see Item 4)*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.8% (see Item 4)*
12.		TYPE OF REPORTING PERSON (see instructions)   PN
		* As of April 13, 2015.  See Item 4.

CUSIP No. 681936100				13G		Page 2

1.		NAMES OF REPORTING PERSONS   Alan E. Goldberg
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   0 (see Item 4)*
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   1,488,431 shares (see Item 4)*

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,488,431 shares (see Item 4)*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.8% (see Item 4)*
12.		TYPE OF REPORTING PERSON (see instructions)   IN
		* As of April 13, 2015.  See Item 4.

CUSIP No. 681936100				13G		Page 3

1.		NAMES OF REPORTING PERSONS   Robert D. Lindsay
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    x
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   0 (see Item 4)*
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   1,488,431 shares (see Item 4)*

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,488,431 shares (see Item 4)*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.8% (see Item 4)*
12.		TYPE OF REPORTING PERSON (see instructions)   IN
		* As of April 13, 2015.  See Item 4.

 

 

CUSIP No. 681936100		13G		Page 4

 

 

	(a)	Name of Issuer   Omega Healthcare Investors, Inc.
	(b)	Address of Issuer’s Principal Executive Offices   200 International Circle Suite 3500 Hunt Valley, Maryland 21030

 

 

	(a)	Name of Person Filing
	(b)	Address of the Principal Office or, if none, residence
	(c)	Citizenship   Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
		(i)	LG Aviv L.P. c/o Lindsay Goldberg LLC 630 Fifth Avenue, 30th Floor New York, NY 10111
		(ii)	Alan E. Goldberg 630 Fifth Avenue, 30th Floor New York, NY 10111
		(iii)	Robert D. Lindsay 630 Fifth Avenue, 30th Floor New York, NY 10111
		The general partner of LG Aviv L.P. is LG Aviv GP, LLC (the “GP”).  Messrs. Goldberg and Lindsay are the executive managers of the GP and, through a series of affiliated investment funds, share ownership and voting control of the GP.  LG Aviv L.P. is organized under the laws of the state of Delaware, and Messrs. Goldberg and Lindsay are citizens of the United States of America.
	(d)	Title of Class of Securities   Common Stock, par value $0.10 per share (“Common Stock”)
	(e)	CUSIP Number   681936100

 

 

 

CUSIP No. 681936100		13G		Page 5

 

 

 

 

 

 

	(a)	Amount beneficially owned:     Calculations of the percentage of shares of Common Stock beneficially owned assume a total of 182,651,994 shares of Common Stock outstanding, according to information filed by Aviv REIT, Inc. on March 30, 2015 and Omega Healthcare Investors, Inc. on April 3, 2015.  As of April 13, 2015, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page.   As of April 1, 2015, LG Aviv L.P. directly held 18,000,000 shares of Common Stock, and LG Aviv LP Voting Trust directly held 1,488,431 shares of Common Stock, which in the aggregate represented approximately 10.7% of the Common Stock outstanding.  As of April 13, 2015, LG Aviv L.P. directly held no shares of Common Stock, and LG Aviv LP Voting Trust directly held 1,488,431 shares of Common Stock. Pursuant to the voting trust agreement, LG Aviv L.P. does not have the power to vote or direct the vote of these shares held by the voting trust, whose trustee may vote the shares in its sole discretion (the “Trust Shares”).  Subject to certain conditions, LG Aviv L.P. has dispositive power of the Trust Shares.   Messrs. Goldberg and Lindsay may each be deemed to beneficially own the Common Stock beneficially owned by LG Aviv L.P. directly or indirectly controlled by him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that either Mr. Goldberg or Mr. Lindsay is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and each of Messrs. Goldberg and Lindsay expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
	(b)	Percent of class:     As of April 13, 2015, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:
			See each cover page hereof.
		(ii)	Shared power to vote or to direct the vote:
			See each cover page hereof.
		(iii)	Sole power to dispose or to direct the disposition of :
			See each cover page hereof.
		(iv)	Shared power to dispose or to direct the disposition of :
			See each cover page hereof.