SEC Form 4 · accession 0001127602-19-002594
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
Jan 18, 2019
Accepted (ET)
Jan 23, 2019 · 7:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000888491
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jan 18, 2019 | A | 13,250 | A | — | — | Common Stock | 13,250 | 27,330 | D |
| Profit Interest UnitsF3,F4,F2 | — | Jan 18, 2019 | A | 12,892 | A | — | — | Common Stock | 12,892 | 19,771 | D |
Explanation of responses
- F1Represents Performance Restricted Stock Units earned (but not yet vested) based on Total Shareholder Return against a peer group for the 2016-2018 performance period, as certified by the Compensation Committee on January 18, 2019.
- F225% of the units earned based on performance for the 2016-2018 performance period vest at the end of each calendar quarter of 2019, subject to continued employment and accelerated vesting in certain events.
- F3Represents 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 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.
- F4Profits Units earned (but not yet vested) based on Total Shareholder Return for the 2016-2018 performance period, as certified by the Compensation Committee on January 18, 2019.