Robert O. Stephenson - Dec 31, 2023 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Meghan C. Lyons , Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Dec 31, 2023
Transactions value $
$0
Form type
4
Date filed
1/3/2024, 12:53 PM
Previous filing
Oct 2, 2023
Next filing
Jan 12, 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 -17.6K -18.71% $0.00 76.6K Dec 31, 2023 OP Units 17.6K Direct F1, F2, F3
transaction OHI OP Units Options Exercise $0 +17.6K +5.99% $0.00 312K Dec 31, 2023 Common Stock 17.6K Direct F2
transaction OHI Profits Interest Units Options Exercise $0 -20.3K -26.54% $0.00 56.3K Dec 31, 2023 OP Units 20.3K Direct F1, F2, F4
transaction OHI OP Units Options Exercise $0 +20.3K +6.52% $0.00 332K Dec 31, 2023 Common Stock 20.3K 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 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.
F4 Represents PIUs 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.