0001127602-20-020828.txt : 20200702 0001127602-20-020828.hdr.sgml : 20200702 20200702144520 ACCESSION NUMBER: 0001127602-20-020828 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200702 DATE AS OF CHANGE: 20200702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOOTH DANIEL J CENTRAL INDEX KEY: 0001161443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 201008581 MAIL ADDRESS: STREET 1: 9690 DEERECO ROAD STREET 2: SUITE 100 CITY: TIMONIUM STATE: MD ZIP: 21093 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 2020-06-30 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001161443 BOOTH DANIEL J 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 1 Chief Operating Officer Common Stock 2020-06-30 4 M 0 12467 29.73 A 174920 D Common Stock 2020-06-30 4 F 0 5896 29.73 D 169024 D Restricted Stock Units 2020-06-30 4 M 0 12467 0 D Common Stock 12467 86298 D Profit Interest Units 2020-06-30 4 M 0 17786 0 D OP Units 17786 35572 D OP Units 2020-06-30 4 M 0 17786 0 A Common Stock 17786 76827 D Represents the vesting into common stock, on a one-for-one basis, of 25% of the Performance Restricted Stock Units (PRSUs) that were earned for the 2017-2019 performance period and are subject to quarterly vesting in 2020. These have been reported as Restricted Stock Units since satisfaction of the performance condition. Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax liability. 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 on a one-for-one basis. 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. 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. 25% of the Profits Units earned based on the 2017-2019 performance period vest at the end of each quarter of 2020, subject to continued employment and accelerated vesting upon certain events. /s/ Thomas H. Peterson, Attorney-in-Fact 2020-07-02