0001127602-20-001546.txt : 20200114 0001127602-20-001546.hdr.sgml : 20200114 20200114162455 ACCESSION NUMBER: 0001127602-20-001546 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200110 FILED AS OF DATE: 20200114 DATE AS OF CHANGE: 20200114 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: 20526279 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: 303 INTERNATIONAL CIRCLE, STREET 2: SUITE 200 CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-427-1700 MAIL ADDRESS: STREET 1: 303 INTERNATIONAL CIRCLE, STREET 2: SUITE 200 CITY: HUNT VALLEY STATE: MD ZIP: 21030 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2020-01-10 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001143567 PICKETT C TAYLOR 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 1 1 Chief Executive Officer Profit Interest Units 2020-01-10 4 A 0 38611 0 A OP Units 38611 78284 D Restricted Stock Units 2020-01-10 4 A 0 93502 0 A Common Stock 93502 138832 D Profit Interest Units 2020-01-10 4 A 0 133395 0 A OP Units 133395 211679 D 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. 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. 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. 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. 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. /s/ Thomas H. Peterson, Attorney-in-Fact 2020-01-14