Robert O Stephenson - 31 Dec 2021 Form 4/A - Amendment Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Thomas H Peterson, Attorney-in-Fact
Issuer symbol
OHI
Transactions as of
31 Dec 2021
Net transactions value
+$181,209
Form type
4/A - Amendment
Filing time
06 Jan 2022, 09:57:41 UTC
Date Of Original Report
04 Jan 2022
Previous filing
04 Oct 2021
Next filing
14 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OHI Common Stock Options Exercise $356,767 +12,057 +5.1% $29.59 247,306 31 Dec 2021 Direct F1
transaction OHI Common Stock Tax liability $175,557 -5,933 -2.4% $29.59 241,373 31 Dec 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 Profits Interest Units Options Exercise $0 -27,414 -43% $0.000000 36,750 31 Dec 2021 OP Units 27,414 Direct F3, F4, F5
transaction OHI OP Units Options Exercise $0 +27,414 +15% $0.000000 208,806 31 Dec 2021 Common Stock 27,414 Direct F4
transaction OHI Profits Interest Units Options Exercise $0 -17,122 -32% $0.000000 36,750 31 Dec 2021 OP Units 17,122 Direct F3, F4, F6, F7
transaction OHI OP Units Options Exercise $0 +17,122 +8.2% $0.000000 225,128 31 Dec 2021 Common Stock 17,122 Direct F4
transaction OHI Restricted Stock Units Options Exercise $0 -12,057 -100% $0.000000* 0 31 Dec 2021 Common Stock 12,057 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax 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. The OP Units have no expiration date.
F5 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.
F6 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.
F7 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.

Remarks:

EXPLANATORY NOTE: This Amended Form 4 amends the two Form 4 reports filed on behalf of the reporting person January 4, 2022. The first Form 4 filed on behalf of the reporting person on January 4, 2022 (accession number 0001415889-22-000169) inadvertently omitted the line for restricted stock units in Table II. The second Form 4 was filed on behalf of the reporting person on January 4, 2022 (accession number 0001415889-22-000220) to report the restricted stock units (see note 1) but was not designated as an amendment to the prior filing due to technical error. To avoid confusion, this Amended Form 4 has been filed to expressly amend and supersede both filings made on January 4, 2022 in their entirety to avoid confusion.