Form Type: 4

Accession Number:	0001415889-22-006181
Date:	2022-06-03
Issuer:	OMEGA HEALTHCARE INVESTORS INC (OHI)
Original Submission Date:

Reporting Person:

PLAVIN STEPHEN D
303 INTERNATIONAL CIRCLE
SUITE 200 HUNT VALLEY, MD 21030

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership

Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security	Conversion or Exercise Price of Derivative Security	Transaction Date	Deemed Execution Date	Transaction Code	Number of Derivative Securities Acquired (A) or Disposed of (D)	Date Exercisable	Expiration Date	Title and Amount of Securities Underlying Derivative Security	Price of Derivative Security	Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership
PROFITS INTEREST UNITS	0.0	2022-06-03	deemed execution date	A	5,158 (a)			op units 5,158	$0.00	9,127	direct

Footnotes
ID	footnote
f1	represents profits interest units ("profits units") in ohi healthcare properties limited partnership (the "operating partnership"), of which the issuer is the general partner. each profits unit can be converted into one unit of limited partnership interest (an "op unit") in the operating partnership following 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's common stock, subject to adjustment as set forth in the partnership agreement. op units do not expire.
f3	represents the annual grant of stock the reporting person elected to receive as profits interest units.
f4	100% of the reporting person's profits interest units granted on june 3, 2022 will vest on the date of the company's 2023 annual meeting of shareholders, subject to continued service.
f5	includes 3,969 vested profits interest units which can be converted to op units if certain tax-related conditions are met.

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