Makode Gail D 4
4 · OMEGA HEALTHCARE INVESTORS INC · Filed Jul 1, 2025
Insider Transaction Report
Form 4
Makode Gail D
CHIEF LEGAL OFFICER
Transactions
- Exercise/Conversion
OP Units
2025-06-30+11,627→ 129,237 total→ Common Stock (11,627 underlying) - Exercise/Conversion
OP Units
2025-06-30+12,042→ 141,279 total→ Common Stock (12,042 underlying) - Exercise/Conversion
Profits Interest Units
2025-06-30−12,042→ 91,094 total→ OP Units (12,042 underlying) - Exercise/Conversion
Profits Interest Units
2025-06-30−11,627→ 103,136 total→ OP Units (11,627 underlying)
Footnotes (4)
- [F1]Represents Profits Interest Units ("PIUs") 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 one (1) unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements. OP Units do not expire.
- [F2]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.
- [F3]Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2025 based on the Absolute Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.
- [F4]Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2025 based on the Relative Total Shareholder Return for the 2022-2024 performance period, subject to continued employment and accelerated vesting under certain circumstances.