EX-4.1



 Exhibit 4.1 
  

					
	Number *0*	  	 	Shares *0*	  
		
		  	 
  

 
	SEE REVERSE FOR IMPORTANT
 NOTICE ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION
	  
   

  


  

					
		 	THIS CERTIFICATE IS TRANSFERABLE	  	CUSIP            
		 	IN THE CITIES OF                     	  	

 CARETRUST REIT, INC. 

a Corporation Formed Under the Laws of the State of Maryland 

THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of Common Stock, $0.01 par value per share,
of 
 CareTrust REIT, Inc. 
 (the
“Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the Charter of the Corporation and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar. 
 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers
this      day of             ,         . 
  

									
	Countersigned and Registered:	 		 		 	
	Transfer Agent and Registrar	 		 	  
	 	(SEAL)
		 		 		 	President and Chief Executive Officer	 	
					
	By:	 	  
	 		 	  
	 	
		 	Authorized Signature	 		 	Secretary	 	

 IMPORTANT NOTICE 

The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by
Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and
other 







 
distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any
preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of
subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests.
Such request must be made to the Secretary of the Corporation at its principal office. 
 The shares represented by this certificate are
subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as
amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person, other than an Excepted Holder (in which case the Excepted Holder Limit shall be
applicable), may Beneficially Own or Constructively Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, and no Person, other than an Excepted Holder, may Beneficially Own or Constructively Own shares of Common Stock in
excess of the Common Stock Ownership Limit; (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code (without
regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT; (iii) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the
Corporation being owned by fewer than 100 Persons; (iv) no Person may Beneficially Own or Constructively Own shares of Capital Stock that would cause the Corporation to Beneficially Own or Constructively Own 9.9% or more of the ownership
interests in a tenant (other than a TRS) of the Corporation’s real property within the meaning of Section 856(d)(2)(B) of the Code; (v) no Person may Beneficially Own or Constructively Own shares of Capital Stock that would otherwise
cause the Corporation to fail to qualify as a REIT, including, but not limited to, as a result of any “eligible independent contractor” (as defined in Section 856(d)(9)(A) of the Code) that operates a “qualified health care
property” (as defined in Section 856(e)(6)(D)(i) of the Code) on behalf of a TRS failing to qualify as such; and (vi) no Person shall Beneficially Own or Constructively Own shares of Capital Stock of the Corporation that would result
in the Corporation failing to qualify as a “domestically controlled qualified investment entity” (as defined in Section 897(h)(4)(B) of the Code). 

Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock which
causes or may cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation or, in the case of a proposed or attempted transaction, give at
least 15 days prior written notice to the Corporation. If any of the restrictions on transfer or ownership provided in (i), (ii), (iv), (v) or (vi) above are violated, the shares of Capital Stock in excess or in violation of the above
limitations will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of
Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if the ownership restriction provided in (iii) above would be violated,
or upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings given to them in the Charter of the
Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of shares of Capital Stock of the Corporation on request and without charge. Requests
for such a copy may be directed to the Secretary of the Corporation at its principal office. 
  

 
 KEEP THIS CERTIFICATE IN A SAFE
PLACE. IF IT IS LOST, DESTROYED, STOLEN OR MUTILATED, THE CORPORATION 
 MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE. 
  
  

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

													
		 		 		 	UNIF GIFT MIN ACT	 	  
	 	Custodian	 	  



 
															
	TEN COM	 	-	 	as tenants in common	 		 		 	(Custodian)	 		 	(Minor)
	TEN ENT	 	-	 	as tenants by the entireties	 		 		 		 		 	
	JT TEN	 	-	 	 as joint tenants with right
 of survivorship and
not as
	 		 	under Uniform Gifts to Minors Act of
		 		 	tenants in common	 		 	  

		 		 		 		 	(State)
				
		 		 		 	Additional abbreviations may also be used though not in the above list.









 FOR VALUE RECEIVED,
                     HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 
  

 
 (Please Print or Typewrite Name and Address, Including
Zip Code, of Assignee) 
  
  

(Please Insert Social Security or other Identifying Number of Assignee) 

                    
(            ) shares of Common Stock of the Corporation represented by this Certificate and does hereby irrevocably constitute and appoint
                     attorney to transfer the said shares of Common Stock on the books of the Corporation, with full power of substitution in the
premises. 
  

							
	Dated	 	  
	 		 	  

		 		 		 	NOTICE: The Signature to This Assignment Must Correspond with the Name as Written upon the Face of the Certificate in Every Particular, Without Alteration or Enlargement or Any Change Whatsoever.