SEC Form 4 · accession 0000899243-17-017169
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 23, 2017
Accepted (ET)
Jun 26, 2017 · 10:43 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 StockF3,F1,F2 | — | Jun 23, 2017 | S | 191,409 | D | May 18, 2007 | — | Class A Common Stock | 191,409 | 10,383,342 | D |
| Class B Common StockF4,F1,F2 | — | Jun 23, 2017 | S | 1,166 | D | May 18, 2007 | — | Class A Common Stock | 1,166 | 63,275 | D |
| Class B Common StockF5,F1,F2 | — | Jun 23, 2017 | S | 57,425 | D | May 18, 2007 | — | Class A Common Stock | 57,425 | 3,115,174 | D |
| Class B Common StockF6,F7,F1,F2 | — | Jun 23, 2017 | S | 250,000 | D | May 18, 2007 | — | Class A Common Stock | 250,000 | 13,561,791 | I |
| Class B Common StockF8,F9,F1,F2 | — | Jun 23, 2017 | S | 250,000 | D | May 18, 2007 | — | Class A Common Stock | 250,000 | 13,561,791 | 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.