Sec Form 4 Filing - PICKETT C TAYLOR @ OMEGA HEALTHCARE INVESTORS INC - 2020-10-01

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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
PICKETT C TAYLOR
2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
303 INTERNATIONAL CIRCLE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2020
(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
Restricted Stock Units ( 1 ) 10/01/2020 M 23,376 ( 1 ) ( 1 ) Common Stock 23,376 $ 0 68,705 D
Deferred Stock Units ( 2 ) 10/01/2020 M 23,376 ( 3 ) ( 3 ) Common Stock 23,376 $ 0 448,853 D
Profit Interest Units ( 4 ) ( 5 ) 10/01/2020 M 33,349 ( 6 ) ( 6 ) OP Units 33,349 $ 0 111,632 D
OP Units ( 5 ) 10/01/2020 M 33,349 ( 5 ) ( 5 ) Common Stock 33,349 $ 0 177,396 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PICKETT C TAYLOR
303 INTERNATIONAL CIRCLE
SUITE 200
HUNT VALLEY, MD21030
X Chief Executive Officer
Signatures
/s/ Thomas H. Peterson, Attorney-in-Fact 10/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents PRSUs earned for the 2017-2019 performance period. 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. These have been reported as Restricted Stock Units since satisfaction of the performance condition and are paid in common stock (or electable as Deferred Stock Units) on a one-for-one basis.
( 2 )Represents Deferred Stock Units which the reporting person elected to receive in lieu of common stock upon the vesting of Restricted Stock Units. Each Deferred Restricted Stock Unit represents a right to receive one share of common stock.
( 3 )The deferred stock units have been deferred by the reporting person until February 2024
( 4 )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 can be converted into one unit of limited partnership interest (an "OP Unit") in the Operating Partnership following vesting and the satisfaction of certain tax-driven economic requirements. Profits Units were granted the reporting person on 1/1/2017, and subsequently earned during the 2017-2019 performance period.
( 5 )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.
( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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