SEC Form 3/A · accession 0001209191-15-020008

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

10% Owner

10% Owner

Director · 10% Owner

Period of report

Feb 2, 2015

Accepted (ET)

Feb 27, 2015 · 9:13 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	—	—		—	1,190,955	I	See explanation footnote
Shares of Class A Common Stock (par value $0.001 per share)^F2	holding	—	—		—	779,766	I	See explanation footnote

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,F3	—	holding	—	—	—	—	—	Class A Common Stock	2,716,984	—	I
Class A Common Units of FC-GEN Operations Investment, LLC^F2,F3	—	holding	—	—	—	—	—	Class A Common Stock	849,619	—	I
Shares of Class C Common Stock (par value $0.001 per share)^F1,F4	—	holding	—	—	—	—	—	Class A Common Stock	473	—	I
Shares of Class C Common Stock (par value $0.001 per share)^F2,F4	—	holding	—	—	—	—	—	Class A Common Stock	148	—	I

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 Mr. Hartman may be deemed to be the beneficial owner. Mr. Hartman disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Hartman's pecuniary interest therein.
F2Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by GHC Class B LLC of which Mr. Hartman may be deemed to be the beneficial owner. Mr. Hartman disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Hartman's pecuniary interest therein.
F3Each 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.
F4Concurrently with the exchange of an OP Unit as described in footnote 3, 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.

This amendment is being filed to correct a scrivener's error in the number of OP Units held by Midway Gen Capital, LLC.