SEC Form 3/A · accession 0001209191-15-019508
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 · 3:47 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)F1 | holding | — | — | — | 4,365,780 | 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, LLCF1,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 9,959,874 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F1,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,734 | — | 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 as 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 Senior Care Genesis, LLC, of which Mr. Reis may be deemed to be the beneficial owner. Mr. Reis disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Reis'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.
- F3Concurrently 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.