CareTrust REIT, Inc. — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CareTrust REIT, Inc. (CTRE)
CIK: 0001590717
Period of Report: 2018-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-03	Common Stock, par value $0.01	F	17199	$15.37	Disposed	194502	Direct
2018-02-06	Common Stock, par value $0.01	A	110460	—	Acquired	304962	Direct
2018-02-06	Common Stock, par value $0.01	G	34219	—	Disposed	270743	Direct
2018-02-06	Common Stock, par value $0.01	G	34219	—	Acquired	511280	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	28672	Indirect

Footnotes

F1: Represents shares of common stock withheld by the Issuer to pay tax withholding obligations of the Reporting Person upon the vesting of restricted stock granted to the Reporting Person on February 3, 2017.

F2: This Form 4 corrects the total shares of common stock directly and indirectly held by the Reporting Person, as applicable. On prior Form 4s, certain shares of common stock were reported as directly owned, but should have been reported as indirectly owned by the Reporting Person through the Stapley Family Trust dated 4/25/2006.

F3: Represents restricted shares of common stock granted to the Reporting Person. 50% of the grant vests in four equal installments beginning on the first anniversary of the grant date and the other 50% vests over four years based on the Issuer's satisfaction of certain performance criteria during such period.

F4: Represents shares of common stock acquired in connection with the vesting of restricted stock that have been transferred by the Reporting Person to the Stapley Family Trust dated 4/25/2006.

F5: 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.

F6: Excludes 60 shares of common stock that were previously included in the Reporting Person's prior Form 4s.

F7: 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.