SEC Form 4 · accession 0001220407-16-000002
Genesis Healthcare, Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George V Hager Jr.
Officer — CEO · Director
Period of report
Jan 25, 2016
Accepted (ET)
Jan 27, 2016 · 8:00 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jan 26, 2016 | J | 391,173 | $0.00 | D | 1,267,780 | D |
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 Stock Units ofFC-GEN Operations InvestmentLLCF3 | — | Jan 25, 2016 | J | 892,402 | D | — | — | Class A Common Stock | 892,402 | 892,403 | D |
| Class C Common StockF4 | — | Jan 25, 2016 | J | 155 | D | — | — | Class A Common Stock | 155 | 155 | D |
Explanation of responses
- F1Transfer of shares pursuant to a Marital Settlement Agreement dated January 22, 2016.
- F2Includes 113,000 unvested restricted stock units that have not been paid in shares of the Issuer's Class A Common Stock (a "Class A Share").
- F3Each Class A Common Unit of FC-GEN Operations Investment, LLC (an "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.
- F4Represents shares of Class C Common Stock of the Issuer ("Class C Shares") on an as-converted basis. Concurrently with the exchange of an OP Unit as describe in footnote (3), subject to certain adjustments, one Class C Share held by the holder of an OP Unit will automatically convert into 0.000174115 Class A Shares.