SEC Form 4 · accession 0001127602-15-000427
OMEGA HEALTHCARE INVESTORS INC · OHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Ritz
Officer — Chief Accounting Officer
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 2:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000888491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2014 | M | 1,785 | $39.07 | A | 4,507 | D | |
| Common StockF2 | Dec 31, 2014 | F | 646 | $39.07 | D | 3,861 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Res. Stk. UnitsF3,F4 | — | Dec 31, 2014 | M | 2,729 | D | — | — | Common Stock | 2,729 | 0 | D |
| Deferred Stock UnitsF5,F6 | — | Dec 31, 2014 | M | 2,729 | A | — | — | Common Stock | 2,729 | 14,565 | D |
| Restricted Stock UnitsF7,F8 | — | Dec 31, 2014 | M | 1,785 | D | — | — | Common Stock | 1,785 | 6,629 | D |
Explanation of responses
- F1Represents the vesting of one third of the time based transition restricted stock units for the 2014-2016 service period.
- F2Represents a portion of vested transition restricted stock units that vested on 12/31/2014 and withheld as payment of income tax liability in connection with such vesting.
- F3Represents Performance Restricted Stock Units (PRSUs) vested for the 2011-2013 performance cycle.
- F4PRSUs related to the 2011-2013 performance cycle vest in four equal installments at the end of each calendar quarter in 2014 subject to continued employment.
- F5Represents Deferred Stock Units which the reporting person previously elected to receive in lieu of common stock upon the vesting of Performance Restricted Stock Units (PRSUs). Each Deferred Stock Unit represents a right to receive one share of common stock. If the participant previously elected, dividends will also be converted into Deferred Stock Units.
- F6The Deferred Stock Units become payable February, 2017.
- F7On 12/31/2013, the reporting person was granted restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F8Represents deferred stock units issued upon the vesting of one third of the time based transition restricted stock units for the 2014-2016 service period, which the reporting person previously elected to receive in lieu of common stock.