0001127602-21-001124.txt : 20210106 0001127602-21-001124.hdr.sgml : 20210106 20210106174609 ACCESSION NUMBER: 0001127602-21-001124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210104 FILED AS OF DATE: 20210106 DATE AS OF CHANGE: 20210106 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: 21511983 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 2021-01-04 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001143567 PICKETT C TAYLOR 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 1 1 Chief Executive Officer Common Stock 2021-01-04 4 M 0 45330 36.32 A 50330 D Common Stock 2021-01-04 4 F 0 17505 36.32 D 32825 D Common Stock 0 I Family Trust Restricted Stock Units 2021-01-04 4 M 0 23375 0 D Common Stock 23375 45330 D Deferred Stock Units 2021-01-04 4 M 0 23375 0 A Common Stock 23375 472228 D Restricted Stock Units 2021-01-04 4 M 0 45330 0 D Common Stock 45330 0 D Profit Interest Units 2021-01-04 4 M 0 33349 0 D OP Units 33349 78283 D OP Units 2021-01-04 4 M 0 33349 0 A Common Stock 33349 210745 D Represents the vesting of Restricted Stock Units subject to three-year cliff vesting on 12/31/2020 granted on 1/1/2018, subject to continued employment and accelerated vesting in certain events and converted to common stock on a one-for-one basis. Represents shares withheld from the common stock issued in respect of the vested awards as payment of the associated income tax withholding liability. Represents RSUs 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 (or electable as Deferred Stock Units) on a one-for-one basis. Represents Deferred Stock Units which the reporting person elected to receive in lieu of common stock upon the vesting of Restricted Stock Units. Each Deferred Restricted Stock Unit represents a right to receive one share of common stock. The deferred stock units have been deferred by the reporting person until February 2024 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. the OP Units have no expiration date. 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. /s/ Thomas H. Peterson, Attorney-in-Fact 2021-01-06