Steven J. Insoft - Dec 31, 2021 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role: Chief Corp Development Officer
Signature: /s/ Thomas H. Peterson, Attorney-in-Fact
Stock symbol: OHI
Transactions as of: Dec 31, 2021
Transactions value $: $205,621
Form type: 4
Date filed: 1/4/2022, 03:44 PM
Previous 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	$382K	+12.9K	+7.42%	$29.59	187K	Dec 31, 2021	Direct	F1
transaction	OHI	Common Stock	Tax liability	-$177K	-5.97K	-3.19%	$29.59	181K	Dec 31, 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	-100%	$0.00^*	0	Dec 31, 2021	Common Stock	12.9K		Direct	F1
transaction	OHI	Profit Interest Units	Options Exercise	$0	-47.7K	-57.01%	$0.00	36K	Dec 31, 2021	OP Units	47.7K		Direct	F3, F4, F5
transaction	OHI	OP Units	Options Exercise	$0	+47.7K	+17.53%	$0.00	320K	Dec 31, 2021	Common Stock	47.7K		Direct	F4

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

Explanation of Responses:

Id	Content
F1	Represents 25% of the Restricted Stock Units earned based on performance for the 2018-2020 performance period that vested 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.
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 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.
F4	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.
F5	25% of the PIUs vested into OP Units at the end of each quarter of 2021 based on achievements during the 2018-2020 performance period, subject to continued employment and accelerated vesting upon certain events.