X0306 4 2019-10-01 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 2019-10-01 4 M 0 10599 41.79 A 188840 D Common Stock 2019-10-01 4 F 0 5082 41.79 D 183758 D Restricted Stock Units 2019-10-01 4 M 0 10599 0 D Common Stock 10599 75087 D Profit Interest Units 2019-10-01 4 M 0 10314 0 D OP Units 10314 10312 D OP Units 2019-10-01 4 M 0 10314 0 A Common Stock 10314 30942 D Represents Restricted Stock Units (RSUs) granted 1/1/2016 that vested on 10/01/2019 and were converted to common stock on a one-for-one basis. Represents the portion of Restricted Stock Units (RSUs) surrendered by the reporting person as payment of income tax liability in connection with the vesting of the RSUs. 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 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. 25% of the units earned based on performance for the 2016-2018 performance period vest at the end of each calendar quarter of 2019, subject to continued employment and accelerated vesting in certain events. 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. /s/ Thomas H. Peterson, Attorney-in-Fact 2019-10-03