0001127602-19-023718.txt : 20190702 0001127602-19-023718.hdr.sgml : 20190702 20190702172342 ACCESSION NUMBER: 0001127602-19-023718 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190701 FILED AS OF DATE: 20190702 DATE AS OF CHANGE: 20190702 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: 19939022 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 2019-07-01 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 2019-07-01 4 M 0 19874 0 D Common Stock 19874 39748 D Deferred Stock Units 2019-07-01 4 M 0 19874 0 A Common Stock 19874 338978 D Profit Interest Units 2019-07-01 4 M 0 19337 0 D OP Units 19337 78348 D OP Units 2019-07-01 4 M 0 19337 0 A Common Stock 19337 38674 D Represents Deferred Restricted Stock Units which the reporting person elected to receive in lieu of Restricted Stock Units upon earning of Performance Restricted Stock Units. Each Deferred Restricted Stock Unit represents a right to receive one share of common stock. 25% of the Deferred Restricted Stock Units earned based on performance for the 2016-2018 performance period vest at the end of each quarter of 2019, subject to continued employment and accelerated vesting upon certain events. Represents Deferred Stock Units which the reporting person elected to receive upon the vesting of Deferred Restricted Stock Units. Each 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. The Deferred Stock Units become payable in February 2023 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. 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. 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. /s/ Thomas H. Peterson, Attorney-in-Fact 2019-07-02