C. Taylor Pickett - Jan 10, 2024 Form 4 Insider Report for OMEGA HEALTHCARE INVESTORS INC (OHI)

Role
CHIEF EXECUTIVE OFFICER, Director
Signature
/s/ Meghan C. Lyons, Attorney-in-Fact
Stock symbol
OHI
Transactions as of
Jan 10, 2024
Transactions value $
$0
Form type
4
Date filed
1/12/2024, 04:17 PM
Previous filing
Jan 3, 2024
Next filing
Apr 2, 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 Award $0 +191K +142.31% $0.00 325K Jan 10, 2024 OP Units 191K Direct F1, F2, F3
transaction OHI Profits Interest Units Award $0 +71.1K +21.91% $0.00 396K Jan 12, 2024 OP Units 71.1K Direct F1, F4, F5
* 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 (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
F2 The PIUs have been earned, but not yet vested, based on Relative Total Shareholder Return for the 2021-2023 performance period, as certified by the Compensation Committee on January 10, 2024.
F3 25% of the PIUs earned based on the 2021-2023 performance period will vest at the end of each quarter of 2024, subject to continued employment and accelerated vesting upon certain events.
F4 Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. The OP Units have no expiration date.
F5 Subject to three-year vesting cliff on 12/31/2026 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment. OP Units do not expire.