3: Initial statement of beneficial ownership of securities
Published on January 10, 2025
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
OMEGA HEALTHCARE INVESTORS INC [ OHI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Common Stock | 902(1) | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Profits Interest Units | (2) | (2) | OP Units | 42,753 | 0 | D | |
| OP Units | (3) | (3) | Common Stock | 69,351 | 0 | D | |
| Explanation of Responses: |
| 1. Represents shares purchased by officer as part of the Omega Healthcare Investors, Inc. (the "Issuer") Employee Stock Purchase Plan. |
| 2. Represents 11,957 Profits Interest Units ("PIUs") granted on 1/1/22, 15,408 PIUs granted on 1/1/23, and 15,388 PIUs granted on 1/1/24, respectively, 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 1 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. Each PIU is subject to three-year, time-based cliff vesting on 12/31/25, 12/31/26, and 12/31/27, respectively, and will be subject to the executive officer's continued employment on the vesting date. Vesting will be accelerated in the case of Retirement or a Qualifying Termination (as defined in the award agreement), subject to the officer's compliance with certain restrictive covenants. Distributions accrue and will be paid on unvested and vested time-based PIUs. |
| 3. Each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one (1) share of Issuer common stock, or at the Issuer's election, one (1) share of Issuer common stock, subject to adjustment as set forth in the partnership agreement. OP Units do not expire. |
| Remarks: |
| EXHIBIT LIST - Exhibit 24 - Power of Attorney for Matthew P. Gourmand |
| /s/ Meghan C. Lyons, Attorney-in-Fact for Matthew P. Gourmand | 01/10/2025 | |
| ** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.