| Accession Number: | 0001127602-19-029964 |
| Date: | 2019-10-01 |
| Issuer: | OMEGA HEALTHCARE INVESTORS INC (OHI) |
| Original Submission Date: |
BOOTH DANIEL J
303 INTERNATIONAL CIRCLE
SUITE 200
HUNT VALLEY, MD 21030
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2019-10-01 | M | 10,599 | a | $41.79 | 188,840 | direct | ||
| COMMON STOCK | 2019-10-01 | F | 5,082 | d | $41.79 | 183,758 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITS | 0.0 | 2019-10-01 | deemed execution date | M | 10,599 (d) | common stock 10,599 | $0.00 | 75,087 | direct | |||
| PROFIT INTEREST UNITS | 0.0 | 2019-10-01 | deemed execution date | M | 10,314 (d) | op units 10,314 | $0.00 | 10,312 | direct | |||
| OP UNITS | 0.0 | 2019-10-01 | deemed execution date | M | 10,314 (a) | common stock 10,314 | $0.00 | 30,942 | direct |
| ID | footnote |
|---|---|
| f1 | represents restricted stock units (rsus) granted 1/1/2016 that vested on 10/01/2019 and were converted to common stock on a one-for-one basis. |
| f2 | represents the portion of restricted stock units (rsus) surrendered by the reporting person as payment of income tax liability in connection with the vesting of the rsus. |
| f3 | represents profits interest units ("profits units") in ohi healthcare properties limited partnership (the "operating partnership"), of which the issuer is the general partner. each profits unit 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 | 25% of the units earned based on performance for the 2016-2018 performance period vest at the end of each calendar quarter of 2019, subject to continued employment and accelerated vesting in certain events. |
| f5 | 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. |
