Daniel J. Booth - Dec 31, 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: Dec 31, 2023
Transactions value $: $347,654
Form type: 4
Date filed: 1/3/2024, 12:51 PM
Previous filing: Oct 2, 2023
Next filing: Jan 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OHI	Common Stock	Options Exercise	$676K	+22.1K	+11.29%	$30.66	217K	Dec 31, 2023	Direct	F1
transaction	OHI	Common Stock	Tax liability	-$328K	-10.7K	-4.93%	$30.66	207K	Dec 31, 2023	Direct	F2

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	-37.22%	$0.00	32.4K	Dec 31, 2023	OP Units	19.2K		Direct	F3, F4, F5
transaction	OHI	OP Units	Options Exercise	$0	+19.2K	+6.51%	$0.00	315K	Dec 31, 2023	Common Stock	19.2K		Direct	F4
transaction	OHI	Restricted Stock Units	Options Exercise	$0	-22.1K	-43.46%	$0.00	28.7K	Dec 31, 2023	Common Stock	22.1K		Direct	F1

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

Explanation of Responses:

Id	Content
F1	Represents the vesting into Common Stock of Restricted Stock Units granted on January 1, 2021 subject to a three-year, time-based vesting and subject to a three-year, time-based vesting into OP Units that were granted in 2021, subject to continued employment, certain tax-related conditions, and accelerated vesting under certain conditions.
F2	Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax liability.
F3	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.
F4	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.
F5	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 circumstances.