SEC Form 4 · accession 0001633302-19-000001

Genesis Healthcare, Inc. · GEN

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

Reporting owner

10% Owner

Period of report

Mar 5, 2019

Accepted (ET)

Mar 8, 2019 · 6:03 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 Stock^F1	Mar 5, 2019	C	3,000,522	$0.00	A	6,970,106	I	See Footnote
Class A Common Stock	holding	—	—		—	1,060,734	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^F1,F2	—	Mar 5, 2019	C	3,000,000	D	—	—	Class A Common Stock	9,056,014	6,056,014	I
Shares of Class C Common Stock^F1,F3	—	Mar 5, 2019	C	522	D	—	—	Class A Common Stock	1,577	1,055	I
Class A Common Units of FC-GEN Operations Investment, LLC^F2	—	holding	—	—	—	—	—	Class A Common Stock	2,283,476	2,283,476	D
Shares of Class C Common Stock^F3	—	holding	—	—	—	—	—	Class A Common Stock	398	398	D

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 Zac Properties, LLC of which Mr. Fishman may be deemed to be the beneficial owner.
F2Each 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.
F3Concurrently with the exchange of an OP Unit as described in footnote 2, subject to certain adjustments, one Class C Share held by the holder of such OP Unit will automatically convert into 0.000174145 Class A Shares.

See attached "Footnotes" page.