0001415889-24-000190.txt : 20240103 0001415889-24-000190.hdr.sgml : 20240103 20240103125127 ACCESSION NUMBER: 0001415889-24-000190 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOOTH DANIEL J CENTRAL INDEX KEY: 0001161443 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 24505242 MAIL ADDRESS: STREET 1: 9690 DEERECO ROAD STREET 2: SUITE 100 CITY: TIMONIUM STATE: MD ZIP: 21093 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OMEGA HEALTHCARE INVESTORS INC CENTRAL INDEX KEY: 0000888491 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction 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 form4-01032024_050123.xml X0508 4 2023-12-31 0000888491 OMEGA HEALTHCARE INVESTORS INC OHI 0001161443 BOOTH DANIEL J 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY MD 21030 false true false false CHIEF OPERATING OFFICER 0 Common Stock 2023-12-31 4 M 0 22051 30.66 A 217437 D Common Stock 2023-12-31 4 F 0 10712 30.66 D 206725 D Profits Interest Units 2023-12-31 4 M 0 19224 0 D OP Units 19224 32429 D OP Units 2023-12-31 4 M 0 19224 0 A Common Stock 19224 314611 D Restricted Stock Units 2023-12-31 4 M 0 22051 0 D Common Stock 22051 28685 D Represents the vesting into Common Stock of Restricted Stock Units granted on January 1, 2021 subject to a three-year, time-based vesting and subject to a three-year, time-based vesting into OP Units that were granted in 2021, subject to continued employment, certain tax-related conditions, and accelerated vesting under certain conditions. Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax liability. 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 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2023 based on the performance for the 2020-2022 performance period, subject to continued employment and accelerated vesting under certain circumstances. /s/ Meghan C. Lyons, Attorney-in-Fact 2024-01-03 EX-24 2 ex24-01032024_050123.htm ex24-01032024_050123.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/ Daniel J. Booth