SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

INSOFT STEVEN J

(Last)

(First)

(Middle)

200 INTERNATIONAL CIRCLE

SUITE 3500

(Street)

HUNT VALLEY

21030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Corp Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2015		A		153,757⁽¹⁾	A	$40.57	153,757	D
Common Stock	04/01/2015		A		53,872⁽²⁾	A	$40.57	207,629	D
Common Stock	04/01/2015		F		23,707⁽³⁾	D	$40.57	183,922	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$18.41	04/01/2015		A		796,900⁽⁴⁾		04/01/2015	⁽⁵⁾	Common Stock	796,900	$0	796,900	D
Stock Options (Right to Buy)	$19.96	04/01/2015		A		17,712⁽⁴⁾		04/01/2015	⁽⁵⁾	Common Stock	17,712	$0	17,712	D
Stock Options (Right to Buy)	$20.7	04/01/2015		A		16,950⁽⁴⁾		04/01/2015	⁽⁵⁾	Common Stock	16,950	$20.7	16,950	D
Stock Options (Right to Buy)	$20.97	04/01/2015		A		181,306⁽⁴⁾		04/01/2015	⁽⁵⁾	Common Stock	181,306	$0	181,306	D
Stock Options (Right to Buy)	$20.73	04/01/2015		A		137,242⁽⁴⁾		04/01/2015	⁽⁵⁾	Common Stock	137,242	$0	137,242	D
Restricted Stock Units	⁽⁶⁾	04/01/2015		A		4,274⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	4,274	$40.57	4,274	D
Restricted Stock Units	⁽⁶⁾	04/01/2015		A		6,696⁽⁹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,696	$40.57	10,970	D
Restricted Stock Units	⁽¹¹⁾	04/01/2015		A		24,914		⁽¹¹⁾	⁽¹¹⁾	Common Stock	24,914	$40.57	35,884	D

Explanation of Responses:

1. Received in exchange for 170,844 shares (including restricted shares) of common stock of Aviv REIT, Inc. ("Aviv") in connection with the merger of Aviv REIT, Inc. into a wholly owned subsidiary of the Issuer (the "Merger").

2. Received in exchange for 59,860 performance-based restricted stock units of Aviv.

3. Represents stock withheld as payment of income tax liability in connection with the delivery of shares subject to performance-based restricted stock units of Aviv.

4. Received in the Merger in exchange for an employee stock option to acquire shares of Aviv common stock.

5. Does not expire

6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.

7. Received in the Merger in exchange for 4,749 RSUs of Aviv.

8. The RSUs vest on December 31, 2015, subject in each case to the holder not incurring a termination through the vesting date.

9. Received in the Merger in exchange for 7,441 RSUs of Aviv.

10. The RSUs vest on December 31, 2016, subject in each case to the holder not incurring a termination through the vesting date.

11. Represents grant of RSUs subject to cliff vesting on December 31, 2017 and subject to continued employment on the vesting date and certain exceptions for qualifying termination of employment.

	/s/ Thomas H. Peterson, Attorney-in-Fact	04/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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