C. Taylor Pickett - Dec 31, 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
Dec 31, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 12:28 PM
Previous filing
Oct 4, 2021
Next filing
Jan 14, 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 Profits Interest Units Options Exercise $0 -58.7K -31.78% $0.00 126K Dec 31, 2021 OP Units 58.7K Direct F1, F2, F3
transaction OHI OP Units Options Exercise $0 +58.7K +36.27% $0.00 221K Dec 31, 2021 Common Stock 58.7K Direct F2
transaction OHI Profits Interest Units Options Exercise $0 -39.7K -31.47% $0.00 86.4K Dec 31, 2021 OP Units 39.7K Direct F1, F2, F4
transaction OHI OP Units Options Exercise $0 +39.7K +17.98% $0.00 260K Dec 31, 2021 Common Stock 39.7K Direct F2
transaction OHI Restricted Stock Units Options Exercise $0 -25.8K -100% $0.00* 0 Dec 31, 2021 Common Stock 25.8K Direct F5
transaction OHI Deferred Stock Units Options Exercise $0 +25.8K +4.7% $0.00 576K Dec 31, 2021 Common Stock 25.8K Direct F6, F7
* 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 Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2021 based on the performance for the 2018-2020 performance period, subject to continued employment and accelerated vesting under certain circumstances.
F4 Represents PIUs subject to 3-year, time-based vesting into OP Units that were granted in 2019, subject to continued employment and accelerated vesting under certain circumstances.
F5 Represents 25% of the total Restricted Stock Units ("RSUs") earned based on the 2018-2020 performance period and vests into common stock or deferred common stock (at the election of the reporting person) at the end of each quarter of 2021, subject to continued employment and accelerated vesting upon certain events.
F6 Represents Deferred Stock Units which the reporting person elected to receive in lieu of common stock upon the vesting of RSUs. Each Deferred Stock Unit represents a right to receive one share of common stock.
F7 The Deferred Stock Units have been deferred by the reporting person until February 2024.