Daniel J. Booth - Sep 30, 2023 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF OPERATING OFFICER
Signature
/s/ Meghan C. Lyons, Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Sep 30, 2023
Transactions value $
$0
Form type
4
Date filed
10/2/2023, 08:28 PM
Previous filing
Jun 30, 2023
Next filing
Jan 3, 2024

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 -19.2K -27.12% $0.00 51.7K Sep 30, 2023 OP Units 19.2K Direct F1, F2, F3
transaction OHI OP Units Options Exercise $0 +19.2K +6.96% $0.00 295K Sep 30, 2023 Common Stock 19.2K 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 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.