Robert O. Stephenson - Sep 27, 2024 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
Sep 27, 2024
Transactions value $
-$905,963
Form type
4
Date filed
10/1/2024, 08:18 PM
Previous filing
Aug 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OHI Common Stock Sale -$906K -22.5K -10.96% $40.19 183K Sep 27, 2024 Direct F1

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 -20.3K -16.2% $0.00 105K Sep 30, 2024 OP Units 20.3K Direct F2, F3, F4
transaction OHI OP Units Options Exercise $0 +20.3K +5.44% $0.00 393K Sep 30, 2024 Common Stock 20.3K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.165 to $40.24, inclusive. The reporting person undertakes to provide Omega Healthcare Investors, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2 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.
F3 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.
F4 Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2024 based on the performance for the 2021-2023 performance period, subject to continued employment and accelerated vesting under certain circumstances.