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 *
STEPHENSON ROBERT O
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 Financial Officer
(Last)
(First)
(Middle)
303 INTERNATIONAL CIRCLE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2021
(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
Common Stock 09/30/2021 M 12,058 ( 1 ) A $ 29.96 240,935 D
Common Stock 09/30/2021 F 5,686 ( 2 ) D $ 29.96 235,249 D
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 ( 3 ) 09/30/2021 M 12,058 ( 3 ) ( 3 ) Common Stock 12,058 $ 0 12,058 D
Profit Interest Units ( 4 ) ( 5 ) 09/30/2021 M 27,414 ( 6 ) ( 6 ) OP Units 27,414 $ 0 81,286 D
OP Units ( 5 ) 09/30/2021 M 27,414 ( 5 ) ( 5 ) Common Stock 27,414 $ 0 180,592 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEPHENSON ROBERT O
303 INTERNATIONAL CIRCLE
SUITE 200
HUNT VALLEY, MD21030
Chief Financial Officer
Signatures
/s/ Thomas H. Peterson, Attorney-in-Fact 10/04/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting into common stock, on a one-for-one basis, of 25% of the performance based Restricted Stock Units (RSUs) that were earned for the 2018-2020 performance period, that was previously reported, and are subject to quarterly vesting in 2021.
( 2 )Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax withholding liability.
( 3 )Represents 25% of the Restricted Stock Units earned based on performance for the 2018-2020 performance period that will vest at the end of each calendar quarter of 2021, subject to continued employment and accelerated vesting in certain event and converted to common stock on a one-for-one basis.
( 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 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.
( 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. The OP Units have no expiration date.
( 6 )25% of the PIUs vest into OP Units at the end of each calendar quarter of 2021, 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.