FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/02/2015 |
3. Issuer Name and Ticker or Trading Symbol
Genesis Healthcare, Inc. [ GEN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Shares of Class A Common Stock (par value $0.001 per share) | 11,500 | D | |
Shares of Class A Common Stock (par value $0.001 per share) | 6,313,658(1) | I | See explanation footnote(1) |
Shares of Class A Common Stock (par value $0.001 per share) | 918,962(2) | I | See explanation footnote(2) |
Shares of Class A Common Stock (par value $0.001 per share) | 459,535(3) | I | See explanation footnote(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Common Units of FC-GEN Operations Investment, LLC | (4) | (4) | Class A Common Stock | 16,309,780(1) | (4) | I | See explanation footnote(1) |
Class A Common Units of FC-GEN Operations Investment, LLC | (4) | (4) | Class A Common Stock | 2,373,912(2) | (4) | I | See explanation footnote(2) |
Class A Common Units of FC-GEN Operations Investment, LLC | (4) | (4) | Class A Common Stock | 1,187,096(3) | (4) | I | See explanation footnote(3) |
Shares of Class C Common Stock (par value $0.001 per share) | (5) | (5) | Class A Common Stock | 2,840(1) | (5) | I | See explanation footnote(1) |
Shares of Class C Common Stock (par value $0.001 per share) | (5) | (5) | Class A Common Stock | 413(2) | (5) | I | See explanation footnote(2) |
Shares of Class C Common Stock (par value $0.001 per share) | (5) | (5) | Class A Common Stock | 207(3) | (5) | I | See explanation footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents 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 HCCF Management Group XI, LLC, of which Mr. Whitman may be deemed to be the beneficial owner. |
2. Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by HCCF Management Group, Inc., of which Mr. Whitman may be deemed to be the beneficial owner. |
3. Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by FC Profit Sharing, LLC, of which Mr. Whitman may be deemed to be the beneficial owner as a principal of Formation Capital, LLC, the sole member of FC Profit Sharing, LLC. Mr. Whitman disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Whitman's pecuniary interest therein. |
4. Each 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. |
5. 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 such OP Unit will automatically convert into 0.000174145 Class A Shares. |
Remarks: |
/s/ Michael Sherman, as Attorney-in-Fact for Arnold M. Whitman | 02/12/2015 | |
/s/ Michael Sherman, as Attorney-in-Fact for HCCF Management Group XI, LLC | 02/12/2015 | |
/s/ Michael Sherman, as Attorney-in-Fact for HCCF Management Group, Inc. | 02/12/2015 | |
/s/ Michael Sherman, as Attorney-in-Fact for FC Profit Sharing, LLC | 02/12/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |