SEC Form 3/A · accession 0001209191-15-019504

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.

Reporting owners

Arnold M Whitman

Director · 10% Owner

HCCF Management Group XI, LLC

10% Owner

HCCF Management Group, Inc.

10% Owner

FC Profit Sharing, LLC

10% Owner

Period of report

Feb 2, 2015

Accepted (ET)

Feb 27, 2015 · 3:45 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001351051

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Shares of Class A Common Stock (par value $0.001 per share)	holding	—	—	—	11,500	D
Shares of Class A Common Stock (par value $0.001 per share)^F1	holding	—	—	—	6,894,550	I	See explanation footnote
Shares of Class A Common Stock (par value $0.001 per share)^F2	holding	—	—	—	1,003,512	I	See explanation footnote
Shares of Class A Common Stock (par value $0.001 per share)^F3	holding	—	—	—	501,815	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, LLC^F1,F4	—	holding	—	—	—	—	—	Class A Common Stock	15,728,885	—	I
Class A Common Units of FC-GEN Operations Investment, LLC^F2,F4	—	holding	—	—	—	—	—	Class A Common Stock	2,289,361	—	I
Class A Common Units of FC-GEN Operations Investment, LLC^F3,F4	—	holding	—	—	—	—	—	Class A Common Stock	1,144,815	—	I
Shares of Class C Common Stock (par value $0.001 per share)^F1,F5	—	holding	—	—	—	—	—	Class A Common Stock	2,739	—	I
Shares of Class C Common Stock (par value $0.001 per share)^F2,F5	—	holding	—	—	—	—	—	Class A Common Stock	399	—	I
Shares of Class C Common Stock (par value $0.001 per share)^F3,F5	—	holding	—	—	—	—	—	Class A Common Stock	199	—	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 HCCF Management Group XI, LLC, of which Mr. Whitman may be deemed to be the beneficial owner.
F2Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by HCCF Management Group, Inc., of which Mr. Whitman may be deemed to be the beneficial owner.
F3Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by FC Profit Sharing, LLC, of which Mr. Whitman may be deemed to be the beneficial owner as a principal of Formation Capital, LLC, the sole member of FC Profit Sharing, LLC. Mr. Whitman disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Whitman's pecuniary interest therein.
F4Each 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.
F5Concurrently with the exchange of an OP Unit as described in footnote 4, 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.