Form: 4

Statement of changes in beneficial ownership of securities

April 3, 2015

4: Statement of changes in beneficial ownership of securities

Published on April 3, 2015

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
INSOFT STEVEN J
(Last) (First) (Middle)
200 INTERNATIONAL CIRCLE
SUITE 3500
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Corp Development Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015
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
Common Stock 04/01/2015 A 153,757(1) A $40.57 153,757 D
Common Stock 04/01/2015 A 53,872(2) A $40.57 207,629 D
Common Stock 04/01/2015 F 23,707(3) D $40.57 183,922 D
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
Stock Options (Right to Buy) $18.41 04/01/2015 A 796,900(4) 04/01/2015 (5) Common Stock 796,900 $0 796,900 D
Stock Options (Right to Buy) $19.96 04/01/2015 A 17,712(4) 04/01/2015 (5) Common Stock 17,712 $0 17,712 D
Stock Options (Right to Buy) $20.7 04/01/2015 A 16,950(4) 04/01/2015 (5) Common Stock 16,950 $20.7 16,950 D
Stock Options (Right to Buy) $20.97 04/01/2015 A 181,306(4) 04/01/2015 (5) Common Stock 181,306 $0 181,306 D
Stock Options (Right to Buy) $20.73 04/01/2015 A 137,242(4) 04/01/2015 (5) Common Stock 137,242 $0 137,242 D
Restricted Stock Units (6) 04/01/2015 A 4,274(7) (8) (8) Common Stock 4,274 $40.57 4,274 D
Restricted Stock Units (6) 04/01/2015 A 6,696(9) (10) (10) Common Stock 6,696 $40.57 10,970 D
Restricted Stock Units (11) 04/01/2015 A 24,914 (11) (11) Common Stock 24,914 $40.57 35,884 D
Explanation of Responses:
1. Received 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").
2. Received in exchange for 59,860 performance-based restricted stock units of Aviv.
3. Represents stock withheld as payment of income tax liability in connection with the delivery of shares subject to performance-based restricted stock units of Aviv.
4. Received in the Merger in exchange for an employee stock option to acquire shares of Aviv common stock.
5. Does not expire
6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.
7. Received in the Merger in exchange for 4,749 RSUs of Aviv.
8. The RSUs vest on December 31, 2015, subject in each case to the holder not incurring a termination through the vesting date.
9. Received in the Merger in exchange for 7,441 RSUs of Aviv.
10. The RSUs vest on December 31, 2016, subject in each case to the holder not incurring a termination through the vesting date.
11. Represents 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.
/s/ Thomas H. Peterson, Attorney-in-Fact 04/03/2015
** 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).
** 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.