Makode Gail D 4
4 · OMEGA HEALTHCARE INVESTORS INC · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
OHI Chief Legal Officer Gail Makode Exercises 20,483 Derivative Units
What Happened
Gail Makode, Chief Legal Officer of Omega Healthcare Investors (OHI), recorded conversions/exercises of derivative units on 2026-03-31. The Form 4 shows two derivative transactions of 14,863 and 5,620 units (total 20,483 units) reported as both acquired and disposed at a $0.00 per-unit price (total $0). These entries reflect conversion/settlement of contingent Profits Interest Units (PIUs) into Operating Partnership (OP) units or their equivalent—not an open-market purchase or sale for cash.
Key Details
- Transaction date: 2026-03-31; filing date: 2026-04-01 (timely).
- Reported amounts: 14,863 units and 5,620 units (total 20,483 units). All entries priced at $0.00; reported as derivative conversions (code M).
- Reported as both "Acquired" and "Disposed" for the same amounts—consistent with conversion/settlement of derivative PIUs into OP Units or equivalent.
- Shares owned after the transaction: not specified in the provided data.
- Relevant footnotes:
- F1: These were Profits Interest Units (PIUs) in the Operating Partnership—contingent rights to receive OP Units upon vesting.
- F2: OP Units can be redeemed for cash equal to the fair market value of one OHI share or exchanged for OHI common stock at the issuer’s election.
- F3/F4: The reported vesting represents 25% of PIUs that vested each calendar quarter in 2026 tied to Absolute and Relative Total Shareholder Return for the 2023–2025 performance period, certified by the Compensation Committee on Jan 8, 2026.
Context
This filing documents a derivative conversion/vesting event (not a market buy or sale). The $0 price reflects unit conversion/settlement mechanics rather than a cash transaction. PIU vesting and OP Unit mechanics mean the units can later be redeemed for cash or converted into common stock per the partnership agreement; such entries are typically compensation-related and don’t by themselves indicate insider buying or selling intent.
Insider Transaction Report
- Exercise/Conversion
Profits Interest Units
[F1][F2][F3]2026-03-31−14,863→ 106,821 total→ OP Units (14,863 underlying) - Exercise/Conversion
Profits Interest Units
[F1][F2][F4]2026-03-31−5,620→ 101,201 total→ OP Units (5,620 underlying) - Exercise/Conversion
OP Units
[F2]2026-03-31+14,863→ 218,888 total→ Common Stock (14,863 underlying) - Exercise/Conversion
OP Units
[F2]2026-03-31+5,620→ 224,508 total→ Common Stock (5,620 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 unit of limited partnership interest (an "OP Unit") in the Operating Partnership upon vesting and the satisfaction of certain tax-driven economic requirements.
- [F2]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. The OP Units have no expiration date.
- [F3]Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Absolute Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.
- [F4]Represents 25% of the PIUs that vested into OP Units at the end of each calendar quarter in 2026 based on the Relative Total Shareholder Return for the 2023-2025 performance period, subject to continued employment and accelerated vesting under certain circumstances, as certified by the Compensation Committee on January 8, 2026.