SEC Form 3/A · accession 0001209191-15-020010
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
Issac Neuberger
10% Owner
GHC Class B LLC
10% Owner
Sing Investments LLC
10% Owner
Larts Investments LLC
10% Owner
Gazelle Costa Brazil LLC
10% Owner
Dreyk LLC
10% Owner
Period of report
Feb 2, 2015
Accepted (ET)
Feb 27, 2015 · 9:15 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 | — | — | — | 172,384 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F2 | holding | — | — | — | 63,302 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F3 | holding | — | — | — | 67,977 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F4 | holding | — | — | — | 139,218 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F5 | holding | — | — | — | 346,164 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F6 | holding | — | — | — | 704,228 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F7 | holding | — | — | — | 446,112 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F8 | holding | — | — | — | 3,108,181 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F9 | holding | — | — | — | 2,486,517 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F10 | holding | — | — | — | 621,664 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F11 | holding | — | — | — | 1,028,413 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F12 | holding | — | — | — | 779,776 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F13 | holding | — | — | — | 74,142 | I | See explanation footnote | |
| Shares of Class A Common Stock (par value $0.001 per share)F14 | holding | — | — | — | 74,142 | 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,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 393,269 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF2,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 144,413 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF3,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 155,079 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF4,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 317,604 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF5,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 789,722 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF6,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 1,606,591 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF11,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 2,346,169 | — | I |
| Class A Common Units of FC-GEN Operations Investment, LLCF12,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 849,619 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F1,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 68 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F2,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 25 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F3,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 27 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F4,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 55 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F5,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 138 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F6,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 280 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F11,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 409 | — | I |
| Shares of Class C Common Stock (par value $0.001 per share)F12,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 148 | — | 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 Biret Operating LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F10Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Costa Brazil LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F11Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Dreyk LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F12Represents 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. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F13Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Sing Investments LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F14Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Larts Investments LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F15Each 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.
- F16Concurrently with the exchange of an OP Unit as described in footnote 15, 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.
- F2Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Grandview Investors LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F3Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Max Moxi LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F4Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by GRFC Gazelle LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F5Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Riverside LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F6Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Light LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F7Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Herne Hill LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F8Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by L Gen Associates, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
- F9Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Sing LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein.
Remarks
This amendment is being filed to correct a scrivener's error in the number of Class A Shares held by Biret Operating LLC. Form 2 of 2