SEC Form 4 · accession 0001127602-15-013962
OMEGA HEALTHCARE INVESTORS INC · OHI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Steven J Insoft
Officer — Chief Corp Development Officer
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 5:57 pm EDT
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 | Apr 1, 2015 | A | 153,757 | $40.57 | A | 153,757 | D | |
| Common StockF2 | Apr 1, 2015 | A | 53,872 | $40.57 | A | 207,629 | D | |
| Common StockF3 | Apr 1, 2015 | F | 23,707 | $40.57 | D | 183,922 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F4,F5 | $18.41 | Apr 1, 2015 | A | 796,900 | A | Apr 1, 2015 | — | Common Stock | 796,900 | 796,900 | D |
| Stock Options (Right to Buy)F4,F5 | $19.96 | Apr 1, 2015 | A | 17,712 | A | Apr 1, 2015 | — | Common Stock | 17,712 | 17,712 | D |
| Stock Options (Right to Buy)F4,F5 | $20.70 | Apr 1, 2015 | A | 16,950 | A | Apr 1, 2015 | — | Common Stock | 16,950 | 16,950 | D |
| Stock Options (Right to Buy)F4,F5 | $20.97 | Apr 1, 2015 | A | 181,306 | A | Apr 1, 2015 | — | Common Stock | 181,306 | 181,306 | D |
| Stock Options (Right to Buy)F4,F5 | $20.73 | Apr 1, 2015 | A | 137,242 | A | Apr 1, 2015 | — | Common Stock | 137,242 | 137,242 | D |
| Restricted Stock UnitsF7,F6,F8 | — | Apr 1, 2015 | A | 4,274 | A | — | — | Common Stock | 4,274 | 4,274 | D |
| Restricted Stock UnitsF9,F6,F10 | — | Apr 1, 2015 | A | 6,696 | A | — | — | Common Stock | 6,696 | 10,970 | D |
| Restricted Stock UnitsF11 | — | Apr 1, 2015 | A | 24,914 | A | — | — | Common Stock | 24,914 | 35,884 | D |
Explanation of responses
- F1Received in exchange for 170,844 shares (including restricted shares) of common stock of Aviv REIT, Inc. ("Aviv") in connection with the merger of Aviv REIT, Inc. into a wholly owned subsidiary of the Issuer (the "Merger").
- F10The RSUs vest on December 31, 2016, subject in each case to the holder not incurring a termination through the vesting date.
- F11Represents grant of RSUs subject to cliff vesting on December 31, 2017 and subject to continued employment on the vesting date and certain exceptions for qualifying termination of employment.
- F2Received in exchange for 59,860 performance-based restricted stock units of Aviv.
- F3Represents stock withheld as payment of income tax liability in connection with the delivery of shares subject to performance-based restricted stock units of Aviv.
- F4Received in the Merger in exchange for an employee stock option to acquire shares of Aviv common stock.
- F5Does not expire
- F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.
- F7Received in the Merger in exchange for 4,749 RSUs of Aviv.
- F8The RSUs vest on December 31, 2015, subject in each case to the holder not incurring a termination through the vesting date.
- F9Received in the Merger in exchange for 7,441 RSUs of Aviv.