Robert O. Stephenson - Jun 30, 2021 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: Chief Financial Officer
Signature: /s/ Thomas H. Peterson, Attorney-in-Fact
Stock symbol: OHI
Transactions as of: Jun 30, 2021
Transactions value $: $231,204
Form type: 4
Date filed: 7/1/2021, 03:36 PM
Next filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OHI	Common Stock	Options Exercise	$438K	+12.1K	+5.42%	$36.29	235K	Jun 30, 2021	Direct	F1
transaction	OHI	Common Stock	Tax liability	-$206K	-5.69K	-2.42%	$36.29	229K	Jun 30, 2021	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OHI	Restricted Stock Units	Options Exercise	$0	-12.1K	-33.33%	$0.00	24.1K	Jun 30, 2021	Common Stock	12.1K		Direct	F3
transaction	OHI	Profit Interest Units	Options Exercise	$0	-27.4K	-20.14%	$0.00	109K	Jun 30, 2021	OP Units	27.4K		Direct	F4, F5, F6
transaction	OHI	OP Units	Options Exercise	$0	+27.4K	+21.8%	$0.00	153K	Jun 30, 2021	Common Stock	27.4K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the vesting into common stock, on a one-for-one basis, of 25% of the performance based Restricted Stock Units (RSUs) that were earned for the 2018-2020 performance period, that was previously reported, and are subject to quarterly vesting in 2021.
F2	Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax withholding liability.
F3	Represents 25% of the Restricted Stock Units earned based on performance for the 2018-2020 performance period that will vest at the end of each calendar quarter of 2021, subject to continued employment and accelerated vesting in certain event and converted to common stock on a one-for-one basis.
F4	Represents Profits Interest Units ("Profits Units") in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Each Profits Unit represents a contingent right to receive one unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
F5	Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one share of Issuer common stock, or at the Issuer's election, one share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. the OP Units have no expiration date.
F6	25% of the PIUs vest into OP Units at the end of each calendar quarter of 2021, subject to continued employment and accelerated vesting in certain events.