BARBARA B. HILL - 05 Jun 2023 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	OHI	Profits Interest Units	Award	$0	+8,087	+55%	$0.000000	22,791	05 Jun 2023	OP Units	8,087	Direct	F1, F2, F3, F4
transaction	OHI	Profits Interest Units	Options Exercise	$0	-8,304	-36%	$0.000000	14,487	05 Jun 2023	OP Units	8,304	Direct	F1, F2, F4, F5
transaction	OHI	OP Units	Options Exercise	$0	+8,304	+71%	$0.000000	20,035	05 Jun 2023	Common Stock	8,304	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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's common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire.
F3	100% of the reporting person's PIUs granted on June 5, 2023 will vest on the date of the Company's 2024 Annual Meeting of Shareholders, subject to continued service.
F4	Includes 6,400 vested PIUs which can be converted to OP units if certain tax-related conditions are met.
F5	100% of the reporting person's PIUs granted on June 3, 2022 vested and converted into OP Units on June 5, 2023.