Form: 4

Statement of changes in beneficial ownership of securities

September 8, 2016

4: Statement of changes in beneficial ownership of securities

Published on September 8, 2016

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
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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*
Bernfield Craig M

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2016
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 09/08/2016 M 1,494,209 A $16.56 1,733,043 D
Common Stock 09/08/2016 M 33,196 A $17.96 1,766,239 D
Common Stock 09/08/2016 M 31,783 A $18.62 1,798,022 D
Common Stock 09/08/2016 M 627,813 A $18.87 2,425,835 D
Common Stock 09/08/2016 M 297,796 A $18.65 2,723,631 D
Common Stock 09/08/2016 F(1) 1,819,694 D $38.02 903,937 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 09/08/2016 M 1,494,209 04/01/2015 (2) Common Stock 1,494,209 $0 0 D
Stock Options (Right to Buy) $19.96 09/08/2016 M 33,196 04/01/2015 (2) Common Stock 33,196 $0 0 D
Stock Options (Right to Buy) $20.7 09/08/2016 M 31,783 04/01/2015 (2) Common Stock 31,783 $0 0 D
Stock Options (Right to Buy) $20.97 09/08/2016 M 627,813 04/01/2015 (2) Common Stock 627,813 $0 0 D
Stock Options (Right to Buy) $20.73 09/08/2016 M 297,796 04/01/2015 (2) Common Stock 297,796 $0 0 D
Explanation of Responses:
1. Not an open market sale of securities. Represents shares withheld from issuance by the Company to satisfy the exercise price and tax withholding obligations in connection with the option exercise.
2. Does not expire
/s/ Thomas H. Peterson, Attorney-in-Fact 09/08/2016
** 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.