DANIEL J. BOOTH - 30 Sep 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	Exercise Price	Ownership	Footnotes
transaction	OHI	Profits Interest Units	Options Exercise	$0	-19,224	-27%	$0.000000	51,653	30 Sep 2023	OP Units	19,224		Direct	F1, F2, F3
transaction	OHI	OP Units	Options Exercise	$0	+19,224	+7%	$0.000000	295,387	30 Sep 2023	Common Stock	19,224		Direct	F2

* 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 common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
F3	Represents 25% of the total Restricted Stock Units ("RSUs") earned based on the 2020-2022 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 2023, subject to continued employment and accelerated vesting upon certain events.