Sec Form 4 Filing - INSOFT STEVEN J @ OMEGA HEALTHCARE INVESTORS INC - 2020-01-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
INSOFT STEVEN J
2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Corp Development Officer
(Last) (First) (Middle)
303 INTERNATIONAL CIRCLE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/10/2020
(Street)
HUNT VALLEY, MD21030
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Profit Interest Units ( 1 ) 01/10/2020 A 16,225 ( 2 ) ( 2 ) OP Units 16,225 $ 0 34,568 D
Restricted Stock Units ( 3 ) 01/10/2020 A 46,751 ( 4 ) ( 4 ) Common Stock 46,751 $ 0 69,423 D
Profit Interest Units ( 5 ) 01/10/2020 A 66,699 ( 4 ) ( 4 ) OP Units 66,699 $ 0 101,267 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
INSOFT STEVEN J
303 INTERNATIONAL CIRCLE
SUITE 200
HUNT VALLEY, MD21030
Chief Corp Development Officer
Signatures
/s/ Thomas H. Peterson, Attorney-in-Fact 01/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents grant of 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. 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. OP Units do not expire.
( 2 )Subject to three-year cliff vesting on 12/31/2022 and subject to continued employment on the vesting date with certain exceptions for qualifying termination of employment.
( 3 )Represents performance Restricted Stock Units earned (but not yet vested) based on Total Shareholder Return against a peer group for the 2017-2019 performance period, as certified by the Compensation Committee on January 10, 2020. Restricted Stock Units convert on a 1 for 1 basis into common stock.
( 4 )25% of the units earned based on performance for the 2017-2019 performance period vest at the end of each calendar quarter of 2020, subject to continued employment and accelerated vesting in certain events.
( 5 )Represents Profits Interest Units earned (but not yet vested) based on Total Shareholder Return for the 2017-2019 performance period, as certified by the Compensation Committee on January 10, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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