|
|
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Common Stock
Beneficially Owned
|
|
|
Other Common
Stock Equivalents
|
|
Beneficial Owner
|
|
|
Number of
Shares
|
|
|
Percent
of
Class
|
|
|
Unvested
RSUs
(1)
|
|
|
Deferred
Stock
Units
(2)
|
|
|
Operating
Partnership
Units
(3)
|
|
|
Percent of
Class
including
Common
Stock
Equivalents
(4)
|
|
5% Beneficial Owners:
(18)
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
|
|
|
|
|
30,365,305
(19)
|
|
|
|
|
|
15.43
%
|
|
|
|
|
|
|
BlackRock, Inc.
|
|
|
|
|
19,868,881
(20)
|
|
|
|
|
|
10.09
%
|
|
|
|
|
|
|
* Less than 0.10%
(1)
Incudes unvested RSUs, which in each case vest more than 60 days after April 17, 2017, subject to continued employment. Each unit represents the right to receive one share of common stock. See “Outstanding Equity Awards at Fiscal Year End.”
(2)
Deferred stock units representing the deferral of vested equity awards pursuant to the Company’s Deferred Stock Plan. Includes deferred stock units associated with RSUs and PRSUs vesting within 60 days before April 17, 2017 which the holder has elected to defer. The deferred stock units will not be converted to common stock until the date or event specified in the applicable deferred stock agreement. See “Nonqualified Deferred Compensation.”
(3)
Messrs. Bernfield and Insoft beneficially own OP Units in Omega OP. OP Units are redeemable at the election of the holder for cash equal to the value of one share of our common stock priced at the average closing price for the 10-day trading period ending on the date of the holder’s notice of election to redeem the OP Units, subject to the Company’s election to exchange the OP Units tendered for redemption for shares of Omega common stock on a one-for-one basis, in each case subject to adjustment.
(4)
Percent of class reflects 196,809,064 outstanding shares of common stock outstanding as of April 17, 2017, plus a total of 9,630,666 common stock equivalents, consisting of 419,920 unvested restricted stock units, 410,877 deferred stock units, 26,012 options and approximately 8,773,857 OP Units.
(5)
Common Stock Beneficially Owned includes 5,000 shares of restricted stock, subject to forfeiture until vested. OP Units include (i) 94,619 OP units held by CMB Aviv Acquisition, L.L.C., a limited liability company of which Mr. Bernfield is the sole member and manager and (ii) 2,797,836 OP units held by Craig M. Bernfield C Unit, L.L.C., a limited liability company of which Mr. Bernfield is a member and the sole manager. Mr. Bernfield disclaims beneficial ownership of the securities held by Craig M. Bernfield C Unit, L.L.C. and such trusts except to the extent of his pecuniary interest therein. A total of 16,065 of the OP Units are held by Mr. Bernfield subject to a phantom unit award grant to Mr. Insoft. Mr. Bernfield has no pecuniary interest in the OP Units subject to the phantom unit award and disclaims of such securities.
(6)
Includes 5,000 shares of restricted stock, subject to forfeiture until vested.
(7)
Includes deferred stock units with respect to 6,000 shares of restricted stock, subject to forfeiture until vested.
(10)
Includes 6,000 shares of restricted stock, subject to forfeiture until vested.
(11)
Operating Partnership Units include 78,742 Omega OP Units held by Steven J. Insoft Investments, L.L.C., which is 99% owned by Mr. Insoft and 1% owned by his wife, Susan M. Insoft. 48,194 of Mr. Insoft’s shares are pledged as collateral to secure a loan in favor of Mr. Insoft. Does not include 32,130 OP Units subject to a phantom unit award grant to Mr. Insoft because Mr. Insoft does not have the right to acquire voting or dispositive power with respect to such securities within 60 days of April 17, 2017.
(12)
Includes deferred stock units with respect to 6,000 shares of restricted stock, subject to forfeiture until vested.
(13)
Includes deferred stock units with respect to 6,999 shares of restricted stock, subject to forfeiture until vested.
(14)
Includes 6,000 shares of restricted stock, subject to forfeiture until vested.
(15)
Includes exercisable stock options for 26,012 options shares of common stock. Includes 5,000 shares of restricted stock, subject to forfeiture until vested.
(16)
Includes 6,000 shares of restricted stock, subject to forfeiture until vested. The remainder of Mr. Plavin’s shares are owned jointly with his wife.
(18)
Except as otherwise indicated below, information regarding 5% beneficial owners is based on information reported on Schedule 13G filings by the beneficial owners indicated with respect to the common stock of Omega.