Pickett C Taylor Form 4 OMEGA HEALTHCARE INVESTORS / C TAYLOR PICKETT ownership change

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^*

PICKETT C TAYLOR

(Last) (First) (Middle)

303 INTERNATIONAL CIRCLE

SUITE 200

(Street)

HUNT VALLEY MD 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2021

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Profits Interest Units	(1)(2)	12/31/2021		M			58,723	(3)	(3)	OP Units	58,723	$0	126,069	D
OP Units	(2)	12/31/2021		M		58,723		(2)	(2)	Common Stock	58,723	$0	220,637	D
Profits Interest Units	(1)(2)	12/31/2021		M			39,673	(4)	(4)	OP Units	39,673	$0	86,396	D
OP Units	(2)	12/31/2021		M		39,673		(2)	(2)	Common Stock	39,673	$0	260,310	D
Restricted Stock Units	(5)	12/31/2021		M			25,828	(5)	(5)	Common Stock	25,828	$0	0	D
Deferred Stock Units	(6)	12/31/2021		M		25,828		(7)	(7)	Common Stock	25,828	$0	575,539	D

Explanation of Responses:

1. 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.

2. 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.

3. Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2021 based on the performance for the 2018-2020 performance period, subject to continued employment and accelerated vesting under certain circumstances.

4. Represents PIUs subject to 3-year, time-based vesting into OP Units that were granted in 2019, subject to continued employment and accelerated vesting under certain circumstances.

5. Represents 25% of the total Restricted Stock Units ("RSUs") earned based on the 2018-2020 performance period and vests into common stock or deferred common stock (at the election of the reporting person) at the end of each quarter of 2021, subject to continued employment and accelerated vesting upon certain events.

6. Represents Deferred Stock Units which the reporting person elected to receive in lieu of common stock upon the vesting of RSUs. Each Deferred Stock Unit represents a right to receive one share of common stock.

7. The Deferred Stock Units have been deferred by the reporting person until February 2024.

	/s/ Thomas H Peterson, Attorney-in-Fact	01/04/2022
	** 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).
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