CareTrust REIT, Inc. — Director's Dealing 2016

Jul 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CareTrust REIT, Inc. (CTRE)
CIK: 0001590717
Period of Report: 2016-06-30

Reporting Person: Stapley Gregory K. (Director, President, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Common Stock, par value $0.01	F	13313	$13.78	Disposed	128576	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	475520	Indirect
Common Stock, par value $0.01	1722	Indirect
Common Stock, par value $0.01	53819	Indirect
Common Stock, par value $0.01	28732	Indirect

Footnotes

F1: Represents shares of common stock withheld by Issuer to pay tax withholding obligation of Reporting Person upon the vesting of restricted stock granted to the Reporting person on June 29, 2015.

F2: These shares are directly owned by the Stapley Family Trust dated 4/25/2006 and indirectly by Gregory K. Stapley as Trustee of the Trust. Gregory K. Stapley is an officer of the issuer.

F3: These shares are directly owned by the Marian K. Stapley Revocable Trust dated 4/29/65 and indirectly by Gregory K. Stapley as Trustee of the Trust. Gregory K. Stapley is an officer of the issuer.

F4: These shares are directly owned by Deborah Stapley as custodian for the minor children of Gregory K. Stapley and Deborah Stapley under the California Uniform Transfers to Minors Act. Gregory K. Stapley is an officer of the issuer. The reporting person disclaims beneficial ownership of the shares owned by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for the purposes of Section 16 or any other purpose.