C. Taylor Pickett - Sep 30, 2021 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
Chief Executive Officer, Director
Signature
/s/ Thomas H. Peterson, Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Sep 30, 2021
Transactions value $
$0
Form type
4
Date filed
10/4/2021, 03:00 PM
Previous filing
Sep 8, 2021
Next filing
Jan 4, 2022

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 Profit Interest Units Options Exercise $0 -58.7K -24.11% $0.00 185K Sep 30, 2021 OP Units 58.7K Direct F1, F2, F3
transaction OHI OP Units Options Exercise $0 +58.7K +56.91% $0.00 162K Sep 30, 2021 Common Stock 58.7K Direct F2
transaction OHI Restricted Stock Units Options Exercise $0 -25.8K -50% $0.00 25.8K Sep 30, 2021 Common Stock 25.8K Direct F4
transaction OHI Deferred Stock Units Options Exercise $0 +25.8K +4.93% $0.00 550K Sep 30, 2021 Common Stock 25.8K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Each PIU 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.
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. the OP Units have no expiration date.
F3 25% of the units earned based on performance for the 2018-2020 performance period vest at the end of each calendar quarter of 2021, subject to continued employment and accelerated vesting in certain events.
F4 Represents 25% of the PIUs earned based on the 2018-2020 performance period will vest at the end of each quarter of 2021, subject to continued employment and accelerated vesting upon certain events.
F5 Represents Deferred Stock Units which the reporting person elected to receive in lieu of common stock upon the vesting of Restricted Stock Units. Each Deferred Restricted Stock Unit represents a right to receive one share of common stock.
F6 The deferred stock units have been deferred by the reporting person until February 2024