Restricted stock, restricted stock units (“RSUs”) and profits interest units (“PIUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. PIUs accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is settled by the issuance of one share of Omega common stock and each PIU is settled by the issuance of one partnership unit in Omega OP (“Omega OP Unit”), subject to certain conditions. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. The PIUs are valued using a Monte Carlo model to estimate fair value. We expense the cost of these awards ratably over their vesting period.

The following table summarizes the activity in restricted stock, RSUs, and PIUs for the years ended December 31, 2017, 2018 and 2019:

(1)	Total compensation cost to be recognized on the awards based on grant date fair value, which is based on the market price of the Company’s common stock on the date of grant.

Performance Based Restricted Equity Awards

Performance-based restricted equity awards include performance restricted stock units (“PRSUs”) and PIUs. PRSUs and PIUs are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs awarded in January 2014, March 2015, April 2015, July 2015, March 2016, January 2017, January 2018, and January 2019 and the PIUs awarded in March 2015, April 2015, July 2015, March 2016, January 2017, January 2018, and January 2019 have varying degrees of performance requirements to achieve vesting, and each PRSU and PIU award represents the right to a variable number of shares of common stock or partnership units. Each PIU once earned is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index for awards before 2016 and in the FTSE NAREIT Equity Health Care Index for awards granted in or after 2016 (both “Relative TSR”). We expense the cost of these awards ratably over their service period.

Prior to vesting and the distribution of shares or Omega OP Units, ownership of the PRSUs or PIUs cannot be transferred. Dividends on the PRSUs are accrued and only paid to the extent the applicable performance requirements are met. While each PIU is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the PIUs accumulate, and if the PIUs are earned, the accumulated distributions are paid. We used a Monte Carlo model to estimate the fair value for the PRSUs and PIUs granted to the employees. The following are the significant assumptions used in estimating the value of the awards for grants made on the following dates:





	January 1,						January 1,						January 1,
	2017						2018						2019
Closing price on date of grant	$	31.26					$	27.54					$	35.15
Dividend yield		7.81	%					9.44	%					7.51	%
Risk free interest rate at time of grant		0.66	%	to	1.58	%		1.60	%	to	2.05	%		2.45	%	to	2.51	%
Expected volatility		22.82	%	to	25.26	%		21.03	%	to	23.24	%		21.78	%	to	22.76	%

The following table summarizes the activity in PRSUs and PIUs for the years ended December 31, 2017, 2018 and 2019:


		Weighted-
		Average Grant-		Compensation
	Number of	Date Fair Value		Cost ⁽¹⁾
	Shares	per Share		(in millions)
Non-vested at December 31, 2016	1,073,998	$	16.08
Granted during 2017	685,064		14.87	$	10.20
Cancelled during 2017	(5,361)		15.98
Forfeited during 2017	(392,921)		18.33
Vested during 2017	—		—
Non-vested at December 31, 2017	1,360,780		14.82
Granted during 2018	1,012,032		10.40	$	10.50
Cancelled during 2017	—		—
Forfeited during 2018	(203,380)		11.82
Vested during 2018	—		—
Non-vested at December 31, 2018	2,169,432		13.04
Granted during 2019	822,584		14.80	$	12.22
Cancelled during 2019	(125,885)		14.57
Forfeited during 2019	—		—
Vested during 2019 ⁽²⁾	(465,044)		15.89
Non-vested at December 31, 2019	2,401,087	$	13.01

(1)	Total compensation cost to be recognized on the awards was based on the grant date fair value.

(2)	PRSUs are shown as vesting in the year that the Compensation Committee determines the level of achievement of the applicable performance measures.

The following table summarizes our total unrecognized compensation cost as of December 31, 2019 associated with restricted stock awards, RSU awards, PRSU awards, and PIU awards to employees:


							Weighted
							Average
			Grant Date		Total		Period of	Unrecognized
			Average		Compensation		Expense	Compensation
	Grant		Fair Value		Cost (in		Recognition	Cost (in		Performance	Vesting
RSUs and PIUs	Year	Shares/ Units	Per Unit/Share		millions) ⁽¹⁾		(in months)	millions)		Period	Dates

1/1/2018 RSUs	2018	154,732	$	27.54	$	4.30	36	$	1.30	N/A	12/31/2020
1/1/2019 RSUs	2019	27,464		35.15		1.00	36		0.60	N/A	12/31/2021
1/1/2019 PIUs	2019	91,992		34.89		3.20	36		2.10	N/A	12/31/2021
RSUs and PIUs Total		274,188		30.77		8.50			4.00

TSR PRSUs and PIUs

1/1/2017 - 2019 PRSUs	2017	386,220		12.61		4.90	48		1.20	1/1/2017 - 12/31/2019	Quarterly in 2020
1/1/2018 - 2020 PRSUs	2018	658,042		7.31		4.80	48		2.40	1/1/2018 - 12/31/2020	Quarterly in 2021
1/1/2019 - 2021 PRSUs	2019	100,882		11.53		1.20	48		0.90	1/1/2019 - 12/31/2021	Quarterly in 2022
1/1/2019 - 2021 PIUs	2019	377,766		12.03		4.50	48		3.40	1/1/2019 - 12/31/2021	Quarterly in 2022
TSR PRSUs & PIUs Total		1,522,910		10.11		15.40			7.90

Relative TSR PRSUs and PIUs

1/1/2017 - 2019 Relative PRSUs	2017	271,832		18.02		4.90	48		1.20	1/1/2017 - 12/31/2019	Quarterly in 2020
1/1/2018 - 2020 Relative PRSUs	2018	315,100		16.64		5.20	48		2.60	1/1/2018 - 12/31/2020	Quarterly in 2021
1/1/2019 - 2021 Relative PRSUs	2019	60,158		19.33		1.20	48		0.90	1/1/2019 - 12/31/2021	Quarterly in 2022
1/1/2019 - 2021 Relative PIUs	2019	231,087		19.67		4.50	48		3.40	1/1/2019 - 12/31/2021	Quarterly in 2022
Relative TSR PRSUs and PIUs Total		878,177		18.05		15.80			8.10
Grand Total		2,675,275	$	14.83	$	39.70		$	20.00

(1)	Total shares/units and compensation costs are net of shares/units cancelled.

(2)	This table excludes approximately $1.1 million of unrecognized compensation costs related to our directors.

Tax Withholding for Stock Compensation Plans

Stock withheld to pay tax withholdings for equity instruments granted under stock-based payment arrangements for the years ended December 31, 2019, 2018 and 2017, was $4.8 million, $1.7 million and $2.1 million, respectively.

Shares Available for Issuance for Compensation Purposes

On June 8, 2018, at the Annual Meeting of Stockholders, our stockholders approved the 2018 Stock Incentive Plan (the “2018 Plan”), which amended and restated the Company’s 2013 Stock Incentive Plan (the “2013 Plan”). The 2018 Plan is a comprehensive incentive compensation plan that allows for various types of equity-based compensation, including RSUs (including PRSUs), stock awards (including restricted stock), deferred restricted stock units, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, performance unit awards, certain cash-based awards (including performance-based cash awards), PIUs and other stock-based awards. The 2018 Plan increased the number of shares of common stock available for issuance under the 2013 Plan by 4.5 million.

As of December 31, 2019, approximately 4.4 million shares of common stock were reserved for issuance to our employees, directors and consultants under our stock incentive plans.