Steven J. Insoft - Sep 30, 2021 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Signature
/s/ Thomas H. Peterson, Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Sep 30, 2021
Transactions value $
$215,592
Form type
4
Date filed
10/4/2021, 04:11 PM
Previous filing
Jul 1, 2021
Next filing
Jan 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OHI Common Stock Options Exercise $387K +12.9K +7.75% $29.96 180K Sep 30, 2021 Direct F1
transaction OHI Common Stock Tax liability -$171K -5.72K -3.18% $29.96 174K Sep 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 -12.9K -50% $0.00 12.9K Sep 30, 2021 Common Stock 12.9K Direct F3
transaction OHI Profit Interest Units Options Exercise $0 -29.4K -25.98% $0.00 83.7K Sep 30, 2021 OP Units 29.4K Direct F4, F5, F6
transaction OHI OP Units Options Exercise $0 +29.4K +12.09% $0.00 272K Sep 30, 2021 Common Stock 29.4K 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. These have been reported as Restricted Stock Units since satisfaction of the performance condition.
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 ("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.
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 quarter of 2021, subject to continued employment and accelerated vesting upon certain events.