SEC Form 4 · accession 0000899243-17-015060

Genesis Healthcare, Inc. · GEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

ONEX CORP

10% Owner

ONEX PARTNERS LP

10% Owner

Gerald W Schwartz

10% Owner

Onex US Principals LP

10% Owner

Onex Real Estate Holdings III Inc.

10% Owner

Period of report

Jun 1, 2017

Accepted (ET)

Jun 2, 2017 · 9:50 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001351051

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F3,F1,F2	—	Jun 1, 2017	S	21,347	D	May 18, 2007	—	Class A Common Stock	21,347	10,824,174	D
Class B Common Stock^F4,F1,F2	—	Jun 1, 2017	S	130	D	May 18, 2007	—	Class A Common Stock	130	65,960	D
Class B Common Stock^F5,F1,F2	—	Jun 1, 2017	S	6,405	D	May 18, 2007	—	Class A Common Stock	6,405	3,247,430	D
Class B Common Stock^F6,F7,F1,F2	—	Jun 1, 2017	S	27,882	D	May 18, 2007	—	Class A Common Stock	27,882	14,137,564	I
Class B Common Stock^F8,F9,F1,F2	—	Jun 1, 2017	S	27,882	D	May 18, 2007	—	Class A Common Stock	27,882	14,137,564	I

Explanation of responses

F1Convertible on a one-for-one basis automatically upon transfer to a third party.
F2No Expiration.
F3Represents shares of Class B Common Stock directly owned by Onex Partners LP. All of the shares owned directly by Onex Partners LP are reported as beneficially owned by each of Onex Partners LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Partners LP, Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4Represents shares of Class B Common Stock directly owned by Onex US Principals LP. All of the shares directly owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Mr. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex US Principals LP, Onex Corporation and Mr.Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F5Represents shares of Class B Common Stock directly owned by Onex Real Estate Holdings III Inc. All of the shares directly owned by Onex Real Estate Holdings III Inc. are reported as beneficially owned by each of Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F6Represents shares of Class B Common Stock indirectly owned by Onex Corporation, and consists of shares owned directly by Onex Partners LP, Onex US Principals LP, and Onex Real Estate Holdings III Inc., as described in footnotes 3, 4, and 5 above. See footnote 7 for a description of the nature of Onex Corporation's indirect ownership of such shares.
F7Onex Corporation may be deemed to beneficially own the shares of Class B Common Stock held directly by (a) Onex Partners LP, through its ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP, (b) Onex US Principals LP, through its ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP and (c) Onex Real Estate Holdings III Inc., through its ownership of all of the common stock of Onex Real Estate Holdings III Inc. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F8Represents shares of Class B Common Stock indirectly owned by Mr. Schwartz, and consists of shares beneficially owned by Onex Corporation. See footnote 9 for a description of the nature of Mr. Schwartz's indirect ownership of such shares.
F9Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, also indirectly holds a majority of the voting rights of the shares of Onex Corporation. As a result, he may be deemed to beneficially own all shares of Class B Common Stock beneficially owned by Onex Corporation (see footnote 7). Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.