SEC Form 4 · accession 0001631316-16-000002

Genesis Healthcare, Inc. · GEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director · 10% Owner

Period of report

Jul 7, 2016

Accepted (ET)

Jul 12, 2016 · 3:14 pm EDT

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 Stock^F2	Jul 7, 2016	J	771,606	$0.00	D	3,594,174	I	(2)
Class A Common Stock^F3	holding	—	—		—	59,802	D

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^F2,F4	—	Jul 7, 2016	J	1,760,305	D	—	—	Class A Common Stock	1,760,305	8,199,569	I
Class C Common Stock^F5,F2	—	Jul 7, 2016	J	306	D	—	—	Class A Common Stock	306	1,427	I

F1Transfer of shares pursuant to a Marital Settlement Agreement.
F2Represents shares of Class A Common Stock of the Issuer ("Class A Shares") 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, except to the extent of Mr. Reis's pecuniary interest herein.
F3Includes 40,000 unvested restricted stock units that have not been paid in Class A Shares.
F4Each 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.
F5Represents 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 described in footnote (4), 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.