SEC Form 4 · accession 0001631316-16-000003
Genesis Healthcare, Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Reis
Director · 10% Owner
Period of report
Aug 3, 2016
Accepted (ET)
Aug 5, 2016 · 12:34 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 | Aug 3, 2016 | J | 45,960 | $0.00 | A | 3,640,134 | I | (2) |
| Class A Common StockF3 | holding | — | — | — | 59,802 | 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 Units of FC-GEN Operations Investment LLCF2,F4 | — | Aug 3, 2016 | J | 104,851 | A | — | — | Class A Common Stock | 104,851 | 8,304,420 | I |
| Class C Common StockF5,F2 | — | Aug 3, 2016 | J | 18 | A | — | — | Class A Common Stock | 18 | 1,445 | I |
Explanation of responses
- 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.