0001127602-19-002593.txt : 20190123 0001127602-19-002593.hdr.sgml : 20190123 20190123193215 ACCESSION NUMBER: 0001127602-19-002593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190118 FILED AS OF DATE: 20190123 DATE AS OF CHANGE: 20190123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PICKETT C TAYLOR CENTRAL INDEX KEY: 0001143567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 19538423 MAIL ADDRESS: STREET 1: C/O OMEGA HEALTHCARE INVESTORS STREET 2: 900 VICTORS WAY #350 CITY: ANN ARBOR STATE: MI ZIP: 48108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OMEGA HEALTHCARE INVESTORS INC CENTRAL INDEX KEY: 0000888491 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383041398 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 INTERNATIONAL CIRCLE STREET 2: SUITE 3500 CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-427-1700 MAIL ADDRESS: STREET 1: 200 INTERNATIONAL CIRCLE STREET 2: SUITE 3500 CITY: HUNT VALLEY STATE: MD ZIP: 21030 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-01-18 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001143567 PICKETT C TAYLOR 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 1 1 Chief Executive Officer Def. Res. Stock Units 2019-01-18 4 A 0 79496 0 A Common Stock 79496 79496 D Profit Interest Units 2019-01-18 4 A 0 77349 0 A Common Stock 77349 117022 D Represents Performance Restricted Stock Units earned (but not yet vested) based on Total Shareholder Return against a peer group for the 2016-2018 performance period, as certified by the Compensation Committee on January 18, 2019. Represents Deferred Stock Units which the reporting person elected to receive in lieu of Restricted Stock Units upon the earning of Performance Restricted Stock Units. Each Restricted Deferred Stock Unit represents a right to receive one share of common stock when vested. If the participant previously elected, dividends will also be converted into Deferred Stock Units. 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. The deferred stock units will be payable three years after each vesting period. 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. 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. Profits Units earned (but not yet vested) based on Total Shareholder Return for the 2016-2018 performance period, as certified by the Compensation Committee on January 18, 2019. /s/ Thomas H. Peterson, Attorney-in-Fact 2019-01-23