0001415889-22-000220.txt : 20220104 0001415889-22-000220.hdr.sgml : 20220104 20220104170329 ACCESSION NUMBER: 0001415889-22-000220 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEPHENSON ROBERT O CENTRAL INDEX KEY: 0001157251 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 22507171 MAIL ADDRESS: STREET 1: C/O OMEGA HEALTHCARE INVESTORS STREET 2: 9690 DEERECO ROAD, 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 form4-01042022_020119.xml X0306 4 2021-12-31 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001157251 STEPHENSON ROBERT O 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 false true false false CHIEF FINANCIAL OFFICER Common Stock 2021-12-31 4 M 0 12057 29.59 A 247306 D Common Stock 2021-12-31 4 F 0 5933 29.59 D 241373 D Profits Interest Units 2021-12-31 4 M 0 27414 0 D OP Units 27414 36750 D OP Units 2021-12-31 4 M 0 27414 0 A Common Stock 27414 208806 D Profits Interest Units 2021-12-31 4 M 0 17122 0 D OP Units 17122 36750 D OP Units 2021-12-31 4 M 0 17122 0 A Common Stock 17122 225128 D Restricted Stock Units 2021-12-31 4 M 0 12057 0 D Common Stock 12057 0 D Represents 25% of the total Restricted Stock Units ("RSUs") earned based on the 2018-2020 performance period and vests into common stock or deferred common stock (at the election of the reporting person) at the end of each quarter of 2021, subject to continued employment and accelerated vesting upon certain events. Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax liability. Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "Operating Partnership"), of which the Issuer is the general partner. Each PIU 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. The OP Units have no expiration date. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2021 based on the performance for the 2018-2020 performance period, subject to continued employment and accelerated vesting under certain circumstances. Represents PIUs subject to 3-year, time-based vesting into OP Units that were granted in 2019, subject to continued employment and accelerated vesting under certain circumstances. Represents PIUs subject to 3-year, time-based vesting into OP Units that were granted in 2019, subject to continued employment and accelerated vesting under certain circumstances. /s/ Thomas H Peterson, Attorney-in-Fact 2022-01-04