Gail D. Makode - Dec 31, 2022 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF LEGAL OFFICER
Signature
/s/ Meghan C. Lyons , Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Dec 31, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2023, 03:17 PM
Previous filing
Jan 14, 2022
Next filing
Jan 11, 2023

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 -7.13K -25.53% $0.00 20.8K Dec 31, 2022 OP Units 7.13K $0.00 Direct F1, F2, F3
transaction OHI OP Units Options Exercise $0 +7.13K $0.00 7.13K Dec 31, 2022 Common Stock 7.13K $0.00 Direct F2
* 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 PIUs subject to a three-year, time-based vesting into OP Units that were granted in 2020, subject to continued employment, certain tax-related conditions, and accelerated vesting under certain circumstances.