08/07/2026 | Press release | Distributed by Public on 08/07/2026 14:11
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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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 of Derivative Security: 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)(3) | (2)(3) | OP Units | 18,853 | $0 | D | |
| OP Units | (3) | (3) | Common Stock | 31,738 | $0 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Golem Lucas M. 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY, MD 21030 |
CHIEF ACCOUNTING OFFICER | |||
| /s/ Meghan C. Lyons, Attorney-in-Fact | 08/07/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes shares purchased by officer as part of the Omega Healthcare Investors, Inc.'s (the "Issuer's") Employee Stock Purchase Plan, as well as shares acquired pursuant to the Issuer's dividend reinvestment plan through automatic reinvestment of cash dividends. |
| (2) | Represents Profits Interest Units ("PIUs") in OHI Healthcare Properties Limited Partnership (the "OP"), 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 OP upon vesting and the satisfaction of certain tax-driven economic requirements, subject to continued employment and accelerated vesting upon certain events. Includes 3,616 PIUs granted 1/1/24, 3,942 PIUs granted 1/1/25, and 3,643 PIUs granted 1/1/26, subject to three-year cliff vesting on 12/31/26, 12/31/27 and 12/31/28, respectively. Also includes 7,652 PIUs that have been earned, but not yet vested, based on the Issuer's Absolute Total Shareholder Return and Relative Total Shareholder Return for the 2023-2025 performance period. 50% of such performance-based PIUs will vest at the end of each remaining calendar quarter in 2026. |
| (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. The OP Units have no expiration date. |