0001415889-23-009388.txt : 20230607 0001415889-23-009388.hdr.sgml : 20230607 20230607173430 ACCESSION NUMBER: 0001415889-23-009388 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230605 FILED AS OF DATE: 20230607 DATE AS OF CHANGE: 20230607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALLEN CRAIG R CENTRAL INDEX KEY: 0001224316 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 231000032 MAIL ADDRESS: STREET 1: 7902 WESTPARK DR STREET 2: C/O SUNRISE ASSISTED LIVING CITY: MCLEAN STATE: VA ZIP: 22102 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 form4-06072023_090626.xml X0407 4 2023-06-05 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001224316 CALLEN CRAIG R 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 true false false false 0 Profits Interest Units 2023-06-05 4 A 0 13144 0 A OP Units 13144 37042 D Profits Interest Units 2023-06-05 4 M 0 13497 0 D OP Units 13497 23545 D OP Units 2023-06-05 4 M 0 13497 0 A Common Stock 13497 27358 D 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 the annual grant of stock the reporting person elected to receive as Profits Interest Units. 100% of the reporting person's PIUs granted on June 5, 2023 will vest on the date of the Company's 2024 Annual Meeting of Shareholders, subject to continued service. Includes 10,401 vested Profits Interest Units which can be converted to OP units if certain tax-related conditions are met. 100% of the reporting person's PIUs granted on June 3, 2022 vested and converted into OP Units on June 5, 2023. /s/ Meghan C. Lyons , Attorney-in-Fact 2023-06-07 EX-24 2 ex24-06072023_090626.htm ex24-06072023_090626.htm

OMEGA HEALTHCARE INVESTORS, INC. SECTION 16 POWER OF ATTORNEY


Know all be these present, that the undersigned hereby constitutes and appoints Robert O. Stephenson, Gail D. Makode, Thomas H. Peterson and Meghan C. Lyons, or either one of them acting singly, and with full power of substitution, the undersigned’s true and lawful attorney-in- fact to:


(1)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments hereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities and Exchange Act of 1934 or any rule or regulation of the SEC;


(2)

Execute for and on behalf of the undersigned, in the undersigned’s capacity as a director or officer of Omega Healthcare Investors, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;


(3)

Do and perform any and all acts for an on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and


(4)

Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.


The undersigned hereby grants to such attorney-in-fact full power and authority to so and perform any and every act and thing whatsoever requisite, necessary, or proper to be sone in the exercise of any of the right and power herein granted, as fully to all intent and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16

of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.







IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 9th day of February, 2022.


/s/ Craig R. Callen