BARBARA B. HILL - 03 Jun 2021 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	OHI	Profit Interest Units	Options Exercise	$0	-6,173	-52%	$0.000000	5,609	03 Jun 2021	OP Units	6,173	Direct	F1, F2, F3
transaction	OHI	OP Units	Options Exercise	$0	+6,173	+111%	$0.000000	11,731	03 Jun 2021	Common Stock	6,173	Direct	F2
transaction	OHI	Profit Interest Units	Award	$0	+791	+14%	$0.000000	6,400	22 Jul 2021	OP Units	791	Direct	F1, F2, F3, F4

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

Id	Content
F1	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 can be converted into one unit of limited partnership interest (an "OP Unit") in the Operating Partnership following vesting and the satisfaction of certain tax-driven economic requirements.
F2	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. OP Units do not expire.
F3	100% of the reporting persons Profits Interest Units granted on 6/7/2021 will vest on the date of the Company's 2022 Annual Meeting of shareholders, subject to continued Board service.
F4	Incremental Profits Interest Units granted for 2021 reflecting a revision to Omega's annual Director compensation program.