C. Taylor Pickett - Apr 3, 2023 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF EXECUTIVE OFFICER, Director
Signature
/s/ Meghan C. Lyons , Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Apr 3, 2023
Transactions value $
$0
Form type
4
Date filed
4/4/2023, 03:08 PM
Previous filing
Jan 13, 2023
Next filing
May 15, 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 -41.5K -11.93% $0.00 306K Apr 3, 2023 OP Units 41.5K Direct F1, F2, F3
transaction OHI OP Units Options Exercise $0 +41.5K +13.88% $0.00 340K Apr 3, 2023 Common Stock 41.5K Direct F2, F4
* 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 (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
F2 Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to adjustment as set forth in the partnership agreement.
F3 Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2023 based on the performance for the 2020-2022 performance period, subject to continued employment and accelerated vesting under certain conditions.
F4 The reporting person also indirectly holds 225,000 shares in C. Taylor Pickett Trust, an irrevocable trust for the benefit of the reporting person's spouse and son.