SEC Form 3/A · accession 0001209191-15-019497
Genesis Healthcare, Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Period of report
Feb 2, 2015
Accepted (ET)
Feb 27, 2015 · 3:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001351051
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Shares of Class A Common Stock (par value $0.001 per share) | holding | — | — | — | 243,904 | D | ||
| Shares of Class A Common Stock (par value $0.001 per share)F1 | holding | — | — | — | 1,190,955 | I | See explanation footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Units of FC-GEN Operations Investment, LLCF2 | — | holding | — | — | — | — | — | Class A Common Stock | 556,430 | — | D |
| Class A Common Units of FC-GEN Operations Investment, LLCF1,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 2,716,984 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F3 | — | holding | — | — | — | — | — | Class A Common Stock | 97 | — | D |
| Shares of Class C Common Stock (par value $0.001 per share)F1,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 473 | — | I |
Explanation of responses
- F1Represents shares of Class A Common Stock of the Issuer ("Class A Shares"), shares of Class C Common Stock of the Issuer ("Class C Shares") on an as-converted basis, or Class A Common Units of FC-GEN Operations Investment, LLC ("OP Units") on an as-exchanged basis, as applicable, held by Midway Gen Capital, LLC, of which the Robert and Debra F. Hartman Family Trust may be deemed to be the beneficial owner. The Robert and Debra F. Hartman Family Trust disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of the Robert and Debra F. Hartman Family Trust's pecuniary interest therein.
- F2Each OP Unit is exchangeable, pursuant to the terms and subject to the limitations of the limited liability company operating agreement of FC-GEN Operations Investment, LLC and subject to certain adjustments, for one Class A Share.
- F3Represents Class C Shares on an as-converted basis. Concurrently with the exchange of an OP Unit as described in footnote 2, subject to certain adjustments, one Class C Share held by the holder of such OP Unit will automatically convert into 0.000174115 Class A Shares.
Remarks
This amendment is being filed to reflect a correction to the allocation of shares issued pursuant to the transaction that gave rise to the reporting persons' reporting obligations.