SEC Form 3

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* Fishman Steven E. (Last) (First) (Middle) 3820 MANSELL RD, SUITE 280 (Street) ALPHARETTA GA 30022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2015	3. Issuer Name and Ticker or Trading Symbol Genesis Healthcare, Inc. [ GEN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 02/12/2015
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)	1,000,932	D
Shares of Class A Common Stock (par value $0.001 per share)	3,969,584(1)	I	See explanation footnote(1)
Shares of Class A Common Stock (par value $0.001 per share)	501,815(2)	I	See explanation footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(3)	(3)	Class A Common Stock	2,283,476	(3)	D
Class A Common Units of FC-GEN Operations Investment, LLC	(3)	(3)	Class A Common Stock	9,056,014	(3)	I	See explanation footnote(1)
Class A Common Units of FC-GEN Operations Investment, LLC	(3)	(3)	Class A Common Stock	1,144,815	(3)	I	See explanation footnote(2)
Shares of Class C Common Stock (par value $0.001 per share)	(4)	(4)	Class A Common Stock	398	(4)	D
Shares of Class C Common Stock (par value $0.001 per share)	(4)	(4)	Class A Common Stock	1,577	(4)	I	See explanation footnote(1)
Shares of Class C Common Stock (par value $0.001 per share)	(4)	(4)	Class A Common Stock	199	(4)	I	See explanation footnote(2)

1. Name and Address of Reporting Person* Fishman Steven E. (Last) (First) (Middle) 3820 MANSELL RD, SUITE 280 (Street) ALPHARETTA GA 30022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ZAC Properties XI, LLC (Last) (First) (Middle) 3820 MANSELL RD. SUITE 280 (Street) ALPHARETTA GA 30022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FC Profit Sharing, LLC (Last) (First) (Middle) 3820 MANSELL ROAD, SUITE 280 (Street) ALPHARETTA GA 30022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 ZAC Properties, LLC, of which Mr. Fishman 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 FC Profit Sharing, LLC, of which Mr. Fishman may be deemed to be the beneficial owner as a principal of Formation Capital, LLC, the sole member of FC Profit Sharing, LLC. Mr. Fishman disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Fishman's pecuniary interest therein.

3. 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.

4. Concurrently with the exchange of an OP Unit as described in footnote 3, 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:

This amendment is being filed to correct a scrivener's error.

	/s/ Michael Sherman, as Attorney-in-Fact for Steven E. Fishman	02/27/2015
	/s/ Michael Sherman, as Attorney-in-Fact for ZAC Properties, LLC	02/27/2015
	/s/ Michael Sherman, as Attorney-in-Fact for FC Profit Sharing, LLC	02/27/2015
	** Signature of Reporting Person	Date
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