Daniel J. Booth - Dec 31, 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
Dec 31, 2021
Transactions value $
$510,457
Form type
4
Date filed
1/4/2022, 01:52 PM
Previous filing
Oct 4, 2021
Next filing
Jan 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OHI Common Stock Options Exercise $982K +33.2K +19.61% $29.59 203K Dec 31, 2021 Direct F1
transaction OHI Common Stock Tax liability -$472K -16K -7.88% $29.59 187K 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 -33.2K -45.47% $0.00 39.8K Dec 31, 2021 Common Stock 33.2K Direct F3
transaction OHI Profits Interest Units Options Exercise $0 -31.3K -100% $0.00* 0 Dec 31, 2021 OP Units 31.3K Direct F4, F5, F6, F7
transaction OHI OP Units Options Exercise $0 +31.3K +15.18% $0.00 238K Dec 31, 2021 Common Stock 31.3K Direct F5, F8, F9
* 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 (RSU) that were earned for the 2018-2020 performance period, previously reported, and are subject to quarterly vesting in 2021. Also includes vesting of the 2019 time-based grant of RSUs vesting into common stock.
F2 Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax liability.
F3 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. Also includes the 2019 time-based grant with three-year cliff vesting, subject to continued employment and accelerated vesting upon certain events.
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 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.
F7 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.
F8 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.
F9 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.