0001127602-20-026452.txt : 20201005 0001127602-20-026452.hdr.sgml : 20201005 20201005105733 ACCESSION NUMBER: 0001127602-20-026452 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201005 DATE AS OF CHANGE: 20201005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INSOFT STEVEN J CENTRAL INDEX KEY: 0001195680 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 201222666 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.xml PRIMARY DOCUMENT X0306 4 2020-10-01 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001195680 INSOFT STEVEN J 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 1 Chief Corp Development Officer Common Stock 2020-10-01 4 M 0 11687 29.94 A 209494 D Common Stock 2020-10-01 4 F 0 5177 29.94 D 204317 D Restricted Stock Units 2020-10-01 4 M 0 11687 0 D Common Stock 11687 34360 D Profit Interest Units 2020-10-01 4 M 0 16675 0 D OP Units 16675 51242 D OP Units 2020-10-01 4 M 0 16675 0 A Common Stock 16675 167442 D Represents the vesting into common stock, on a one-for-one basis, of 25% of the Performance Restricted Stock Units (PRSUs) that were earned for the 2017-2019 performance period and are subject to quarterly vesting in 2020. These have been reported as Restricted Stock Units since satisfaction of the performance condition. Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax withholding liability. Represents PRSUs earned for the 2017-2019 performance period. 25% of the units earned based on performance for the 2017-2019 performance period vest at the end of each calendar quarter of 2020, subject to continued employment and accelerated vesting in certain events. These have been reported as Restricted Stock Units since satisfaction of the performance condition and are paid in common stock on a one-for-one basis. 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 can be converted into one unit of limited partnership interest (an "OP Unit") in the Operating Partnership following vesting and the satisfaction of certain tax-driven economic requirements. Profits Units were granted the reporting person on 1/1/2017, and subsequently earned during the 2017-2019 performance period. 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. OP Units do not expire. 25% of the units earned based on performance for the 2017-2019 performance period vest at the end of each calendar quarter of 2020, subject to continued employment and accelerated vesting in certain events. /s/ Thomas H. Peterson, Attorney-in-Fact 2020-10-05