Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* STEPHENSON ROBERT O	2. Issuer Name and Ticker or Trading Symbol OMEGA HEALTHCARE INVESTORS INC [ OHI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) 303 INTERNATIONAL CIRCLE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 6/30/2021
(Street) HUNT VALLEY, MD 21030 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/30/2021		M		12057 ⁽¹⁾	A	$36.29	234563	D
Common Stock	6/30/2021		F		5686 ⁽²⁾	D	$36.29	228877	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	6/30/2021		M			12057	⁽³⁾	⁽³⁾	Common Stock	12057	$0	24116	D
Profit Interest Units	⁽⁴⁾⁽⁵⁾	6/30/2021		M			27415	⁽⁶⁾	⁽⁶⁾	OP Units	27415	$0	108700	D
OP Units	⁽⁵⁾	6/30/2021		M		27415		⁽⁵⁾	⁽⁵⁾	Common Stock	27415	$0	153178	D

Explanation of Responses:
(1)	Represents the vesting into common stock, on a one-for-one basis, of 25% of the performance based Restricted Stock Units (RSUs) that were earned for the 2018-2020 performance period, that was previously reported, and are subject to quarterly vesting in 2021.
(2)	Represents shares withheld from the common stock issued in respect of vested awards as payment of the associated income tax withholding liability.
(3)	Represents 25% of the Restricted Stock Units earned based on performance for the 2018-2020 performance period that will vest at the end of each calendar quarter of 2021, subject to continued employment and accelerated vesting in certain event and converted to common stock on a one-for-one basis.
(4)	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 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.
(5)	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.
(6)	25% of the PIUs vest into OP Units at the end of each calendar quarter of 2021, subject to continued employment and accelerated vesting in certain events.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STEPHENSON ROBERT O 303 INTERNATIONAL CIRCLE SUITE 200 HUNT VALLEY, MD 21030			Chief Financial Officer