Schedule 13D

0001193125-15-046588.txt : 20150212 0001193125-15-046588.hdr.sgml : 20150212 20150212153554 ACCESSION NUMBER: 0001193125-15-046588 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 GROUP MEMBERS: ARNOLD WHITMAN GROUP MEMBERS: BIRET OPERATING LLC GROUP MEMBERS: DAVID REIS GROUP MEMBERS: DREYK LLC GROUP MEMBERS: FC PROFIT SHARING, LLC GROUP MEMBERS: GAZELLE COSTA BRAZIL LLC GROUP MEMBERS: GAZELLE HERNE HILL LLC GROUP MEMBERS: GAZELLE LIGHT LLC GROUP MEMBERS: GAZELLE RIVERSIDE LLC GROUP MEMBERS: GAZELLE SING LLC GROUP MEMBERS: GEORGE V. HAGER, JR. GROUP MEMBERS: GHC CLASS B LLC GROUP MEMBERS: GRANDVIEW INVESTORS LLC GROUP MEMBERS: GRFC GAZELLE LLC GROUP MEMBERS: HCCF MANAGEMENT GROUP XI, LLC GROUP MEMBERS: HCCF MANAGEMENT GROUP, INC. GROUP MEMBERS: ISAAC NEUBERGER GROUP MEMBERS: L GEN ASSOCIATES GROUP MEMBERS: LARTS INVESTMENTS LLC GROUP MEMBERS: MAX MOXI LLC GROUP MEMBERS: MIDWAY GEN CAPITAL, LLC GROUP MEMBERS: OPCO ROK, LLC GROUP MEMBERS: ROBERT & DEBRA F. HARTMAN FAMILY TRUST GROUP MEMBERS: ROBERT HARTMAN GROUP MEMBERS: SENIOR CARE GENESIS, LLC GROUP MEMBERS: SING INVESTMENTS LLC GROUP MEMBERS: ZAC PROPERTIES XI, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Healthcare, Inc. CENTRAL INDEX KEY: 0001351051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82895 FILM NUMBER: 15605687 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 610-444-6350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 FORMER COMPANY: FORMER CONFORMED NAME: Skilled Healthcare Group, Inc. DATE OF NAME CHANGE: 20070209 FORMER COMPANY: FORMER CONFORMED NAME: SHG Holding Solutions Inc DATE OF NAME CHANGE: 20060126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fishman Steven E. CENTRAL INDEX KEY: 0001633302 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3280 MANSELL ROAD STREET 2: SUITE 280 CITY: ALPHARETTA STATE: 2Q ZIP: 30022 SC 13D 1 d869203dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GENESIS HEALTHCARE, INC.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

37185X 106

(CUSIP Number)

Steven E. Fishman

c/o Formation Capital, LLC

3820 Mansell Road, Suite 280

Alpharetta, Georgia 30022

(770) 754-9660

Copy to:

Michael Sherman

Genesis Healthcare, Inc.

101 East State Street

Kennett Square, PA 19348

(610) 444-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 37185X 106


1.	Names of Reporting Persons HCCF Management Group, Inc. I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Georgia
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,293,287⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) CO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. HCCF Management Group, Inc. may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 918,962 shares of the Issuer’s Class A Common Stock, 2,373,912 shares of the Issuer’s Class C Common Stock and 2,373,912 OP Units, on an as-converted, as-exchanged basis, held by HCCF Management Group, Inc.

(3)

Based upon information provided by the Issuer as of February 2, 2015, reflecting 134,309,855 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by the parties to the Voting Agreement and exchange of all OP Units held by the parties to the Voting Agreement.


CUSIP No. 37185X 106


1.	Names of Reporting Persons HCCF Management Group XI, LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 22,626,278⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. HCCF Management Group XI, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 6,313,658 shares of the Issuer’s Class A Common Stock, 16,309,780 shares of the Issuer’s Class C Common Stock and 16,309,780 OP Units, on an as-converted, as-exchanged basis, held by HCCF Management Group XI, LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons FC Profit Sharing, LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,646,838⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. FC Profit Sharing, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 459,535 shares of the Issuer’s Class A Common Stock, 1,187,096 shares of the Issuer’s Class C Common Stock and 1,187,096 OP Units, on an as-converted, as-exchanged basis, held by FC Profit Sharing, LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Arnold Whitman I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 11,500⁽²⁾
		10.	Shared Dispositive Power 27,566,403⁽³⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽⁴⁾
14.	Type of Reporting Person (See Instructions) IN

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Whitman may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 11,500 shares of the Issuer’s Class A Common Stock held by Mr. Whitman.

(3)

Represents (i) 459,535 shares of the Issuer’s Class A Common Stock, 1,187,096 shares of the Issuer’s Class C Common Stock and 1,187,096 OP Units on an as-converted, as-exchanged basis, owned by FC Profit Sharing, LLC, (ii) 6,313,658 shares of the Issuer’s Class A Common Stock, 16,309,780 shares of the Issuer’s Class C Common Stock and 16,309,780 OP Units on an as-converted, as-exchanged basis, owned by HCCF Management Group XI, LLC and (iii) 918,962 shares of the Issuer’s Class A Common Stock, 2,373,912 shares of the Issuer’s Class C Common Stock and 2,373,912 OP Units, on an as-converted, as-exchanged basis, owned by HCCF Management Group, Inc. FC Profit Sharing, LLC is ultimately controlled by Formation Capital, LLC, of which Mr. Whitman is an executive officer. Mr. Whitman is the managing member of HCCF Management Group XI, LLC and the President of HCCF Management Group, Inc.

(4)

CUSIP No. 37185X 106


1.	Names of Reporting Persons Senior Care Genesis, LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 14,327,454⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Senior Care Genesis, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 3,997,946 shares of the Issuer’s Class A Common Stock, 10,327,709 shares of the Issuer’s Class C Common Stock and 10,327,709 OP Units, on an as-converted, as-exchanged basis, held by Senior Care Genesis, LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons David Reis I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 14,327,454⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 14,327,454⁽¹⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,327,454⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 17.6%⁽²⁾
14.	Type of Reporting Person (See Instructions) IN

(1)

Represents 3,997,946 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 10,327,709 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 10,327,709 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis, owned by Senior Care Genesis, LLC. Mr. Reis is the managing member of Senior Care Development, LLC, the manager of Senior Care Genesis, LLC.

(2)	Based upon information provided by the Issuer as of February 2, 2015, reflecting 81,620,494 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock and exchange of all OP Units held by Senior Care Genesis, LLC.


CUSIP No. 37185X 106


1.	Names of Reporting Persons OpCo Rok, LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,191,959⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. OpCo Rok, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 332,605 shares of the Issuer’s Class A Common Stock, 859,204 shares of the Issuer’s Class C Common Stock and 859,204 OP Units, on an as-converted, as-exchanged basis, held by OpCo Rok, LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons ZAC Properties XI, LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Virginia
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 13,027,236⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. ZAC Properties XI, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 3,635,132 shares of the Issuer’s Class A Common Stock, 9,390,469 shares of the Issuer’s Class C Common Stock and 9,390,469 OP Units, on an as-converted, as-exchanged basis, held by ZAC Properties, LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons Steven E. Fishman I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 3,284,821⁽²⁾
		10.	Shared Dispositive Power 14,674,074⁽³⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽⁴⁾
14.	Type of Reporting Person (See Instructions) IN

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Fishman may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 916,599 shares of the Issuer’s Class A Common Stock, 2,367,810 shares of the Issuer’s Class C Common Stock and 2,367,810 OP Units, on an as-converted, as-exchanged basis held by Mr. Fishman.

(3)

Represents 459,535 shares of the Issuer’s Class A Common Stock, 1,187,096 shares of the Issuer’s Class C Common Stock and 1,187,096 OP Units owned by FC Profit Sharing, LLC and 3,635,132 shares of the Issuer’s Class A Common Stock, 9,390,469 shares of the Issuer’s Class C Common Stock and 9,390,469 OP Units owned by ZAC Properties XI, LLC, on an as-converted, as-exchanged basis. FC Profit Sharing, LLC is ultimately controlled by Formation Capital, LLC, of which Mr. Fishman is an executive officer. Mr. Fishman is the managing member of ZAC Properties XI, LLC.

(4)

CUSIP No. 37185X 106


1.	Names of Reporting Persons George V. Hager, Jr. I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 3,331,080⁽²⁾
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) IN

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Hager may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 1,480,038 shares of the Issuer’s Class A Common Stock, 1,850,720 shares of the Issuer’s Class C Common Stock and 1,850,720 OP Units on an as-converted, as-exchanged basis, held by Mr. Hager.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Robert and Debra F. Hartman Family Trust I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization IL
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 800,434⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. The Robert and Debra F. Hartman Family Trust may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 223,354 shares of the Issuer’s Class A Common Stock, 576,980 shares of the Issuer’s Class C Common Stock and 576,980 OP Units, on an as-converted, as-exchanged basis, held by the Robert and Debra F. Hartman Family Trust.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Midway Gen Capital, LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,908,431⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Midway Gen Capital, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 1,090,612 shares of the Issuer’s Class A Common Stock, 2,817,328 shares of the Issuer’s Class C Common Stock and 2,817,328 OP Units, on an as-converted, as-exchanged basis, held by Midway Gen Capital, LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Robert Hartman I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,908,431⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) IN

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Hartman may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 1,090,612 shares of the Issuer’s Class A Common Stock, 2,817,328 shares of the Issuer’s Class C Common Stock and 2,817,328 OP Units, on an as-converted, as-exchanged basis, owned by Midway Gen Capital, LLC, of which Mr. Hartman is the manager.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Biret Operating LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 565,724⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Biret Operating LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 157,860 shares of the Issuer’s Class A Common Stock, 407,793 shares of the Issuer’s Class C Common Stock and 407,793 OP Units, on an as-converted, as-exchanged basis, held by Biret Operating LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Grandview Investors LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 207,741⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Grandview Investors LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 57,968 shares of the Issuer’s Class A Common Stock, 149,747 shares of the Issuer’s Class C Common Stock and 149,747 OP Units, on an as-converted, as-exchanged basis, held by Grandview Investors LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons Max Moxi LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization NY
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 223,084⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Max Moxi LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 62,250 shares of the Issuer’s Class A Common Stock, 160,806 shares of the Issuer’s Class C Common Stock and 160,806 OP Units, on an as-converted, as-exchanged basis, held by Max Moxi LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons GRFC Gazelle LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 456,879⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1) Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. GRFC Gazelle LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2) Represents 127,488 shares of the Issuer’s Class A Common Stock, 329,334 shares of the Issuer’s Class C Common Stock and 329,334 OP Units, on an as-converted, as-exchanged basis, held by GRFC Gazelle LLC.

(3) Based upon information provided by the Issuer as of February 2, 2015, reflecting 134,309,855 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by the parties to the Voting Agreement and exchange of all OP Units held by the parties to the Voting Agreement.


CUSIP No. 37185X 106


1.	Names of Reporting Persons Gazelle Riverside LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,136,030⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Riverside LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 316,999 shares of the Issuer’s Class A Common Stock, 818,888 shares of the Issuer’s Class C Common Stock and 818,888 OP Units, on an as-converted, as-exchanged basis, held by Gazelle Riverside LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Gazelle Light LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,311,109⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Light LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 644,894 shares of the Issuer’s Class A Common Stock, 1,665,925 shares of the Issuer’s Class C Common Stock and 1,665,925 OP Units, on an as-converted, as-exchanged basis, held by Gazelle Light LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Gazelle Herne Hill LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 446,112⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Herne Hill LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 446,112 shares of the Issuer’s Class A Common Stock held by Gazelle Herne Hill LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons L Gen Associates I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,108,181⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) PN

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. L Gen Associates may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 3,108,181 shares of the Issuer’s Class A Common Stock held by L Gen Associates.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Gazelle Sing LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,486,517⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Sing LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 2,486,517 shares of the Issuer’s Class A Common Stock held by Gazelle Sing LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Gazelle Costa Brazil LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 621,664⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Costa Brazil LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 621,664 shares of the Issuer’s Class A Common Stock held by Gazelle Costa Brazil LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons Dreyk LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,375,006⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Dreyk LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 941,765 shares of the Issuer’s Class A Common Stock, 2,432,817 shares of the Issuer’s Class C Common Stock and 2,432,817 OP Units, on an as-converted, as-exchanged basis, held by Dreyk LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons GHC Class B LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,629,538⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. GHC Class B LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 748,388 shares of the Issuer’s Class A Common Stock, 880,997 shares of the Issuer’s Class C Common Stock and 880,997 OP Units, on an as-converted, as-exchanged basis, held by GHC Class B LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons Sing Investments LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 74,142⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Sing Investments LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 74,142 shares of the Issuer’s Class A Common Stock held by Sing Investments LLC.

(3)


CUSIP No. 37185X 106


1.	Names of Reporting Persons Larts Investments LLC I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization DE
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 97,454,545⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 74,142⁽²⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 97,454,545⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 72.6%⁽³⁾
14.	Type of Reporting Person (See Instructions) OO

(1)

Represents 34,435,676 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 63,007,896 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 63,007,896 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Larts Investments LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 34,435,676 shares of the Issuer’s Class A Common Stock that are subject to the Voting Agreement, (ii) 63,007,896 shares of the Issuer’s Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174145 to one and (iii) 63,007,896 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption “Voting Agreement” within Item 6 of this Schedule 13D.

(2)	Represents 74,142 shares of the Issuer’s Class A Common Stock held by Larts Investments LLC.

(3)

CUSIP No. 37185X 106


1.	Names of Reporting Persons Isaac Neuberger I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,715,869⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,715,869⁽¹⁾
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,715,869⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 21.4%⁽²⁾
14.	Type of Reporting Person (See Instructions) IN

(1)

Represents (i) 157,860 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 407,793 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 407,793 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis, owned by Biret Operating LLC, of which Mr. Neuberger is the manager, (ii) 57,968 shares of the Issuer’s Class A Common Stock, 149,747 shares of the Issuer’s Class C Common Stock and 149,747 OP Units, on an as-converted, as-exchanged basis, owned by Grandview Investors LLC, of which Mr. Neuberger is the manager, (iii) 62,250 shares of the Issuer’s Class A Common Stock, 160,806 shares of the Issuer’s Class C Common Stock and 160,806 OP Units, on an as-converted, as-exchanged basis, owned by Max Moxi LLC, of which Mr. Neuberger is the manager, (iv) 127,488 shares of the Issuer’s Class A Common Stock, 329,334 shares of the Issuer’s Class C Common Stock and 329,334 OP Units, on an as-converted, as-exchanged basis, owned by GRFC Gazelle LLC, of which Mr. Neuberger is the manager, (v) 316,999 shares of the Issuer’s Class A Common Stock, 818,888 shares of the Issuer’s Class C Common Stock and 818,888 OP Units, on an as-converted, as-exchanged basis, owned by Gazelle Riverside LLC, of which Mr. Neuberger is the manager, (vi) 644,894 shares of the Issuer’s Class A Common Stock, 1,665,925 shares of the Issuer’s Class C Common Stock and 1,665,925 OP Units, on an as-converted, as-exchanged basis, owned by Gazelle Light LLC, of which Mr. Neuberger is the manager, (vii) 446,112 shares of the Issuer’s Class A Common Stock owned by Gazelle Herne Hill LLC, of which Mr. Neuberger is the manager, (viii) 3,108,181 shares of the Issuer’s Class A Common Stock owned by L Gen Associates, of which Mr. Neuberger is the manager, (ix) 2,486,517 shares of the Issuer’s Class A Common Stock owned by Gazelle Sing LLC, of which Mr. Neuberger is the manager, (x) 621,644 shares of the Issuer’s Class A Common Stock owned by Gazelle Costa Brazil LLC, of which Mr. Neuberger is the manager, (xi) 941,765 shares of the Issuer’s Class A Common Stock, 2,432,817 shares of the Issuer’s Class C Common Stock and 2,432,817 OP Units, on an as-converted, as-exchanged basis, owned by Dreyk LLC, of which Mr. Neuberger is the manager, (xii) 748,388 shares of the Issuer’s Class A Common Stock, 880,997 shares of the Issuer’s Class C Common Stock and 880,997 OP Units, on an as-converted, as-exchanged basis, owned by GHC Class B LLC, of which Mr. Neuberger is the manager, (xiii) 74,142 shares of the Issuer’s Class A Common Stock owned by Sing Investments LLC, of which Mr. Neuberger is the manager, and (xiv) 74,142 shares of the Issuer’s Class A Common Stock owned by Larts Investments LLC, of which Mr. Neuberger is the manager.

(2)

Based upon information provided by the Issuer as of February 2, 2015, reflecting 78,138,485 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock and exchange of all OP Units held by Biret Operating LLC, Grandview Investors LLC, Max Moxi LLC, GRFC Gazelle LLC, Gazelle Riverside LLC, Gazelle Light LLC, Gazelle Herne Hill LLC, L Gen Associates, Gazelle Sing LLC, Gazelle Costa Brazil LLC, Dreyk LLC, GHC Class B LLC, Sing Investments LLC and Larts Investments LLC.

Item 1.

Security and Issuer

The securities to which this statement relates are shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) of Genesis Healthcare, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 101 East State Street, Kennett Square, Pennsylvania 19348.

As provided in the Issuer’s Third Amended and Restated Certificate of Incorporation, dated as of February 2, 2015 (the “Restated Charter”): (i) the holder of each limited liability company interest of FC-GEN Operations Investment, LLC, a Delaware limited liability company (the “OP” or “FC-GEN”)), designated as a “Company Class A Common Unit” (an “OP Unit”), other than OP Units held indirectly by the Issuer, shall, pursuant to terms and subject to the conditions of the limited liability company operating agreement of the OP (the “OP LLC Agreement”) and as set forth in the Restated Charter, have the right to exchange each such OP Unit for a number of fully paid and nonassessable shares of Class A Common Stock equal to the product of one (1) multiplied by the Adjustment Factor (as defined in the OP LLC Agreement) then in effect and (ii) concurrently with such exercise of the exchange privilege, a number of shares of Class C Common Stock of the Issuer, par value $0.001 per share (“Class C Common Stock”), equal to the lesser of (x) the number of shares of Class A Common Stock to be issued as a result of such exchange and (y) the number of shares of Class C Common Stock then outstanding shall automatically, without further action by the exchanging holder or holders thereof, be converted into fully paid and nonassessable shares of Class A Common Stock on the basis of a fraction of a share of Class A Common Stock for each share of Class C Common Stock so converted equal to the product of (A) the Conversion Ratio (as defined in Schedule 1.02 of the Purchase Agreement (defined in Item 3 below)) multiplied by (B) the Adjustment Factor (as defined in the OP LLC Agreement) then in effect. As of the date of this statement the Adjustment Factor is 1.0 and the Conversion Ratio is 0.000174145.

Item 2.

Identity and Background

(a) This statement is filed on behalf of HCCF Management Group, Inc., a Georgia corporation (“HCCF, Inc.”), HCCF Management Group XI, LLC, a Delaware limited liability company (“HCCF XI”), FC Profit Sharing, LLC, a Delaware limited liability company (“FC Profit”), Arnold Whitman (“Mr. Whitman”), Senior Care Genesis, LLC, a Delaware limited liability company (“Senior Care”), David Reis (“Mr. Reis”), OpCo Rok, LLC, a Delaware limited liability company (“OpCo Rok”), ZAC Properties XI, LLC, a Virginia limited liability company, (“ZAC Properties”), Steven Fishman (“Mr. Fishman”), George V. Hager, Jr. (“Mr. Hager”), the Robert and Debra F. Hartman Family Trust (“Hartman Trust”), Midway Gen Capital, LLC (“Midway Gen”), Robert Hartman (“Robert Hartman”), Biret Operating LLC, a Delaware limited liability company (“Biret”), Grandview Investors LLC, a Delaware limited liability company (“Grandview”), Max Moxi LLC, a New York limited liability company (“Max Moxi”), GRFC Gazelle LLC, a Delaware limited liability company (“GRFC Gazelle”), Gazelle Riverside LLC, a Delaware limited liability company (“Gazelle Riverside”), Gazelle Light LLC, a Delaware limited liability company (“Gazelle Light”), Gazelle Herne Hill LLC, a Delaware limited liability company (“Gazelle Herne Hill”), L Gen Associates, a Delaware partnership (“L Gen”), Gazelle

Sing LLC, a Delaware limited liability company (“Gazelle Sing”), Gazelle Costa Brazil LLC, a Delaware limited liability company (“Gazelle Costa Brazil”), Dreyk LLC, a Delaware limited liability company (“Dreyk”), GHC Class B LLC, a Delaware limited liability company (“GHC Class B”), Sing Investments LLC, a Delaware limited liability company (“Sing”), Larts Investments LLC, a Delaware limited liability company (“Larts”), and Isaac Neuberger (“Mr. Neuberger”). Each of the foregoing is referred to as a “Reporting Person” in this statement.

As a result of the Voting Agreement described in Item 6, the Reporting Persons, other than Mr. Reis and Mr. Neuberger, may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Voting Agreement includes a covenant obligating all parties thereto to jointly file this statement and any necessary amendments hereto.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning it contained herein but is not responsible for the completeness and accuracy of the information concerning the other Reporting Person, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

In addition, the following persons are identified pursuant to Instruction C of Schedule 13D: Michael Harris (“Mr. Harris”), Debra F. Hartman (“Mrs. Hartman”) and David Hartman (“David Hartman”) as co-trustees of the Hartman Trust; Formation Capital, LLC (“Formation”) as the person controlling FC Profit; Brian Beckwith (“Mr. Beckwith”) as an executive officer of Formation; LFRI Gen, LLC (“LFRI Gen”) as the person controlling OpCo Rok; Leslie Rieder (“Leslie Rieder”) as the manager of LFRI Gen; Samuel Rieder (“Samuel Rieder”) as a director of LFRI Gen; and Senior Care Development, LLC (“Senior Care Development”) as the manager of Senior Care. Each of the foregoing is referred to as an “Instruction C Person” in this statement. Certain Reporting Persons are also subject to disclosure pursuant to Instruction C of Schedule 13D with respect to other Reporting Persons: Mr. Whitman is an executive officer of HCCF, Inc., the managing member of HCCF XI and an executive officer of Formation, which ultimately controls FC Profit; Mr. Fishman is the managing member of ZAC Properties and an executive officer of Formation, which ultimately controls FC Profit; Mr. Reis is the managing member of Senior Care Development, the manager of Senior Care; Robert Hartman is the manager of Midway Gen; and Mr. Neuberger is the manager of Biret, Grandview, Max Moxi, GRFC Gazelle, Gazelle Riverside, Gazelle Light, Gazelle Herne Hill, L Gen, Gazelle Sing, Gazelle Costa Brazil, Dreyk, GHC Class B, Sing and Larts.

(b) The addresses of the Reporting Persons are as follows:


HCCF, Inc.		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022

HCCF XI		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022



FC Profit		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022

Mr. Whitman		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022

Senior Care		500 Mamaroneck Avenue, Suite 406 Harrison, New York 10528

Mr. Reis		500 Mamaroneck Avenue, Suite 406 Harrison, New York 10528

OpCo Rok		45 Broadway, Suite 2640 New York, New York 10006

ZAC Properties		101 West Avenue, Third Floor Jenkintown, Pennsylvania 19046

Mr. Fishman		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022

Mr. Hager		101 East State Street Kennett Square, Pennsylvania 19348

Hartman Trust		6633 North Lincoln Avenue Lincolnwood, Illinois 60712

Midway Gen		6633 North Lincoln Avenue Lincolnwood, Illinois 60712

Robert Hartman		6633 North Lincoln Avenue Lincolnwood, Illinois 60712

Biret		One South Street, 27th Floor Baltimore, Maryland 21202

Grandview		One South Street, 27th Floor Baltimore, Maryland 21202

Max Moxi		One South Street, 27th Floor Baltimore, Maryland 21202

GFRC Gazelle		One South Street, 27th Floor Baltimore, Maryland 21202



Gazelle Riverside		One South Street, 27th Floor Baltimore, Maryland 21202

Gazelle Light		One South Street, 27th Floor Baltimore, Maryland 21202

Gazelle Herne Hill		One South Street, 27th Floor Baltimore, Maryland 21202

L Gen		One South Street, 27th Floor Baltimore, Maryland 21202

Gazelle Sing		One South Street, 27th Floor Baltimore, Maryland 21202

Gazelle Costa Brazil		One South Street, 27th Floor Baltimore, Maryland 21202

Dreyk		One South Street, 27th Floor Baltimore, Maryland 21202

GHC Class B		One South Street, 27th Floor Baltimore, Maryland 21202

Sing		One South Street, 27th Floor Baltimore, Maryland 21202

Larts		One South Street, 27th Floor Baltimore, Maryland 21202

Mr. Neuberger		One South Street, 27th Floor Baltimore, Maryland 21202

The addresses of the Instruction C Persons are as follows:


Mr. Harris		6633 North Lincoln Avenue Lincolnwood, Illinois 60712

Mrs. Hartman		6633 North Lincoln Avenue Lincolnwood, Illinois 60712

David Hartman		7257 North Lincoln Avenue Lincolnwood, Illinois 60712



Formation		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022

Mr. Beckwith		3820 Mansell Road, Suite 280 Alpharetta, Georgia 30022

LFRI Gen		45 Broadway, Suite 2640 New York, New York 10006

Leslie Rieder		45 Broadway, Suite 2640 New York, New York 10006

Samuel Rieder		2220 Avenue J Brooklyn, New York 11210

Senior Care Development		500 Mamaroneck Avenue, Suite 406 Harrison, New York 10528

(c) The Reporting Persons and the Instruction C Persons are primarily involved in investment activities, and the address of each Reporting Person and Instruction C Person is set forth in (b) above. In addition, Messrs. Fishman, Whitman, Reis and Hartman are directors of the Issuer. Mr. Hager is the Chief Executive Officer and a director of the Issuer.

(d) and (e) None of the Reporting Persons or Instruction C Persons during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each Reporting Person that is not a natural person is set forth in (a) above. Each Reporting Person who is a natural person and each Instruction C Person is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Other than 11,500 shares of Class A Common Stock previously held by Mr. Whitman, each of the Reporting Persons acquired all of his or its shares of Class A Common Stock and Class C Common Stock, and certain of their membership interests in FC-GEN were reclassified as OP Units, in each case upon the closing of the transactions under the Purchase and Contribution Agreement, dated August 18, 2014 and amended January 5, 2015 (as so amended, the “Purchase Agreement”), by and between Skilled Healthcare Group, Inc. (“Skilled”) and FC-GEN. Pursuant to the Purchase Agreement, through a series of transactions, the businesses, assets and liabilities of FC-GEN and Skilled (now known as Genesis Healthcare, Inc., i.e., the Issuer) were combined. The transactions contemplated by the Purchase Agreement were consummated on February 2, 2015. Immediately upon consummation of the transactions under the Purchase Agreement, Skilled changed its name to Genesis Healthcare, Inc.

Item 4.

Purpose of Transaction

Other than 11,500 shares of Class A Common Stock previously held by Mr. Whitman, the Reporting Persons acquired all of their shares of Class A Common Stock and Class C Common Stock and certain of their membership interests in FC-GEN were reclassified as OP Units, in each case in connection with the transactions under the Purchase Agreement. As a result of the transactions under the Purchase Agreement and consistent with the terms and provisions of the Purchase Agreement, the board of directors of the Issuer was increased from nine members to eleven members and Messrs. Fishman, Whitman, Reis, Hartman and Hager were appointed as directors of the Issuer. Mr. Hager, Thomas DiVittorio, Robert A. Reitz, Daniel Hirschfeld, Michael Sherman and JoAnne Reifsnyder were appointed as officers of the Issuer. For additional detail regarding the Purchase Agreement, the transactions thereunder and the ancillary agreements related thereto, reference is made to the disclosures in the Definitive Information Statement filed by the Issuer with the Securities and Exchange Commission on January 9, 2015 (the “Information Statement”), which is incorporated herein by reference. The Purchase Agreement is included as an annex to the Information Statement and is incorporated herein by reference.

In connection with the consummation of the transactions under the Purchase Agreement, on February 2, 2015 the Issuer filed the Restated Charter with the Secretary of State of the State of Delaware and adopted amended and restated Bylaws (the “Restated Bylaws”). The Restated Charter and the Restated Bylaws are included as exhibits to the Current Report on Form 8-K filed by the Issuer on February 6, 2015 and are incorporated herein by reference.

Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of shares of Class A Common Stock or any securities exchangeable for or convertible into Class A Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional shares of Class A Common Stock or associated rights or securities exchangeable for or convertible into shares of Class A Common Stock or dispose of any or all of its Class A Common Stock or its associated rights or securities exchangeable for or convertible into Class A Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations.

Other than as described above, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the Instruction C Persons, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Issuer

(a) and (b). The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof is incorporated herein by reference. Because the Reporting Persons are parties to the Voting Agreement described in Item 6, each Reporting Person is deemed by Rule 13d-5(b)(1) of the Exchange Act to be the beneficial owner of all shares of the Issuer’s Class A Common Stock and Class C Common Stock beneficially owned by each party to the Voting Agreement. Therefore, as a result of such Rule, each Reporting Person may be deemed to have shared voting power over all of the 34,435,676 shares of the Issuer’s Class A Common Stock and 63,007,896 shares of Class C Common Stock subject to the Voting Agreement. In addition, if the 63,007,896 OP units beneficially owned by the members of the Voting Group were to be exchanged for shares of the Issuer’s Class A Common Stock as described in Item 1 above, such shares of Class A Common Stock would also be subject to the Voting Agreement. The Shares of Class A Common Stock beneficially owned by the parties to the Voting Agreement represent approximately 48.3% of the outstanding Class A Common Stock of the Issuer and the shares of Class C Common Stock held by the parties to the Voting Agreement represent approximately 94.3% of the outstanding Class C Common Stock of the Issuer. The shares of Class A Common Stock, Class C Common Stock and OP units beneficially owned by the parties to the Voting Agreement represent approximately 63.2% of the outstanding shares of the Issuer’s Class A Common Stock on a fully as-converted and as-exchanged basis, and approximately 63.2% of the voting power of the Issuer. Included in the shares subject to the Voting Agreement are (i) 714,055 shares of the Issuer’s Class A Common Stock and 1,844,586 shares of the Issuer’s Class C Common Stock with respect to which Robert Hartman currently holds proxies and (ii) 4,473,310 shares of the Issuer’s Class A Common Stock and 6,255,995 shares of the Issuer’s Class C Common Stock with respect to which Mr. Hager currently holds proxies granted by members of management of the Issuer.

(c) Except as described above, the Reporting Persons have not engaged in any transactions with respect to the Issuer’s Class A Common Stock in the past 60 days.

(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Class A Common Stock.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Voting Agreement

Pursuant to a Voting Agreement, dated as of February 2, 2015 (the “Voting Agreement”), each of the stockholders party thereto (the “Stockholders”) agreed that, with respect to all shares of Class A Common Stock and Class C Common Stock of the Issuer of which each Stockholder is the owner at any particular future point in time (the “Shares”): (a) the Stockholders shall vote all of their Shares as determined by the Stockholders holding (i) with regard to the election of directors of the Issuer, a majority of the Shares held by the Stockholders, and (ii) with

regard to all other matters, at least seventy-five percent (75%) of the Shares held by the Stockholders; and (b) if, (i) with regard to any nominee for election as a director, Stockholders holding at least a majority of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such nominee, and (ii) with regard to all matters other than the election of directors, Stockholders holding at least seventy-five percent (75%) of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such matter. Accordingly, the Stockholders act as a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, in voting on all matters, including the election of directors.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety to the full text of the Voting Agreement, which is attached as Exhibit 5 hereto and incorporated herein by reference.

Registration Rights Agreement

In connection with the transactions under the Purchase Agreement, the Issuer entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 18, 2014 and effective as of February 2, 2015, by and among the Issuer, certain holders of the Issuer’s Class B common stock listed on Schedule A thereto and certain holders of equity securities of FC-GEN listed on Schedule B thereto, providing for certain registration rights with respect to the Issuer’s outstanding Class A Common Stock.

For a description of the Registration Rights Agreement, see the section entitled “The Transactions—Registration Rights Agreement” in the Information Statement, which is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety to the full text of the Registration Rights Agreement, which is included as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed by the Issuer with the Securities and Exchange Commission, and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits


Exhibit 1		Definitive Information Statement of Skilled Healthcare Group, Inc. (as filed with the Securities and Exchange Commission on January 9, 2015 and incorporated herein by reference)

Exhibit 2		Purchase and Contribution Agreement, dated August 18, 2014 and amended January 5, 2015 by and between Skilled Healthcare Group, Inc. and FC-GEN Operations Investment, LLC (filed as Annex A to the Definitive Information Statement filed January 9, 2015 and incorporated herein by reference)

Exhibit 3		Third Amended and Restated Certificate of Incorporation of Skilled Healthcare Group, Inc., (filed as Exhibit 3.1 to the Current Report on Form 8-K filed February 6, 2015 and incorporated herein by reference)

Exhibit 4		Amended and Restated Bylaws of Genesis Healthcare, Inc., (filed as Exhibit 3.2 to the Current Report on Form 8-K filed February 6, 2015 and incorporated herein by reference)

Exhibit 5		Amended and Restated Voting Agreement, dated August 18, 2014, by and among the stockholders set forth on Schedule A thereto (filed herewith)

Exhibit 6		Amended and Restated Registration Rights Agreement, dated August 18, 2014, by and among Skilled Healthcare Group, Inc. and the parties set forth on Schedule A and Schedule B thereto (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference)

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2015


HCCF MANAGEMENT GROUP XI, LLC

By:		/s/ Arnold Whitman
		Name: Arnold Whitman
		Title: Sole Member

HCCF MANAGEMENT GROUP, INC.

By:		/s/ Arnold Whitman
		Name: Arnold Whitman
		Title: President

/s/ Arnold Whitman
Arnold Whitman

ZAC PROPERTIES XI, LLC

By:		/s/ Steven E. Fishman
		Name: Steven E. Fishman
		Title: Managing Member

FC PROFIT SHARING, LLC

By: Formation Capital, LLC, its sole member

By:		/s/ Steven E. Fishman
		Name: Steven E. Fishman
		Title: President

/s/ Steven E. Fishman
Steven E. Fishman



BIRET OPERATING LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GRANDVIEW INVESTORS LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

MAX MOXI LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GRFC GAZELLE LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GAZELLE RIVERSIDE LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GAZELLE LIGHT LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GAZELLE HERNE HILL LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager


L GEN ASSOCIATES

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GAZELLE SING LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GAZELLE COSTA BRAZIL LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

DREYK LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

GHC CLASS B LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager


SING INVESTMENTS LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

LARTS INVESTMENTS LLC

By:		/s/ Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager


OPCO ROK LLC

By: LFRI GEN, LLC, its managing member

By:		/s/ Samuel Rieder
		Name: Samuel Rieder
		Title: Director

/s/ George Hager
George Hager


SENIOR CARE GENESIS, LLC

By: Senior Care Development, LLC, its manager

By:		/s/ David Reis
		Name: David Reis
		Title: Managing Member

/s/ David Reis
David Reis


MIDWAY GEN CAPITAL, LLC

By:		/s/ Robert Hartman
		Name: Robert Hartman
		Title: Manager

/s/ Robert Hartman
Robert Hartman

ROBERT AND DEBRA F. HARTMAN FAMILY TRUST

By:		/s/ Debra F. Hartman
		Name: Debra F. Hartman
		Title: Trustee

/s/ Isaac Neuberger
Isaac Neuberger

EX-5 2 d869203dex5.htm EX-5 EX-5

Exhibit 5

AMENDED AND RESTATED VOTING AGREEMENT

This AMENDED AND RESTATED VOTING AGREEMENT, dated as of February 2, 2015 (“Agreement”), is by and among the individuals and entities set forth on Schedule A hereto (the “Stockholders”).

WHEREAS, FC-GEN Operations Investment, LLC, a Delaware limited liability company (“FC-GEN”) and Skilled Healthcare Group, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Contribution Agreement, dated as of the date August 18, 2015 (as amended by Amendment No. 1 thereto, dated as of January 5, 2015, the “Purchase Agreement”), pursuant to which, among other things, at the Closing (as defined in the Purchase Agreement) and through a series of transactions, (i) the Company issued to each Stockholder the number of shares of Class A Common Stock of the Company, par value $0.001 per share (“Class A Shares”), and shares of Class C Common Stock of the Company, par value $0.001 per share (“Class C Shares”), as the case may be, as determined pursuant to the Purchase Agreement and the Distribution Subsidiary Merger Agreement (as defined in the Purchase Agreement) and (ii) the Stockholders’ membership interests in FC-GEN were either be cancelled or reclassified as Class A units (the “FC-GEN Class A Units”), and for each FC-GEN Class A Unit owned by any such Stockholder, such Stockholder was issued a Class C Share; the number of Class A Shares and Class C Shares owned or beneficially held by each Stockholder set forth on Schedule A hereto;

WHEREAS, pursuant to the terms of the limited liability company agreement of FC-GEN, as amended and restated as of the Closing, the Stockholders may exchange (an “Exchange”) each FC-GEN Class A Unit for a Class A Share, subject to adjustment;

WHEREAS, the Stockholders in the aggregate own or hold the power to direct the vote Class A Shares and Class C Shares representing more than fifty percent (50%) of the outstanding voting power of the Company;

WHEREAS, the number of Class A Shares and Class C Shares owned by each Stockholder or of which each Stockholder holds the power to direct the vote may change from time to time, which changes must be reported by each Stockholder in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”); the number of Class A Shares and Class C Shares of which each Stockholder is the owner or otherwise holds the power to direct the vote at any particular future point in time being referred to herein as the “Shares”;

WHEREAS, the Stockholders desire to form a group pursuant to which all of their Shares will be voted together as set forth in this Agreement;

WHEREAS, the parties intend for the transactions contemplated by this Agreement to be effective as of the Closing; and

WHEREAS the parties entered into that certain Voting Agreement, dated as of August 18, 2014 (the “Original Agreement”), and now wish to amend and restate the Original Agreement as provided herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

Section 1. Agreement to Vote.

(a) The Stockholders shall vote all of their Shares as determined by the Stockholders holding (i) with regard to the election of directors of the Company, a majority of the Shares held by the Stockholders, and (ii) with regard to all other matters, at least seventy-five percent (75%) of the Shares held by the Stockholders.

(b) If, (i) with regard to any nominee for election as a director, Stockholders holding at least a majority of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such nominee, and (ii) with regard to all matters other than the election of directors, Stockholders holding at least seventy-five percent (75%) of the Shares held by the Stockholders cannot agree, the Stockholders shall abstain or vote all of their Shares against such matter.

Section 2. Controlled Company.

The Stockholders agree and acknowledge that:

(a) by virtue of this Agreement, from and after the Closing, they are acting as a “group” within the meaning of Section 13(d)(3) of the Exchange Act (the “Group”) for the purpose of causing the Company to qualify as a “controlled company” under Section 303A of the NYSE Listed Company Manual; and

(b) by virtue of the combined voting power of the Stockholders of more than fifty percent (50%) of the total voting power of the Company outstanding as of the Closing, the Company will qualify as of the Closing as a “controlled company” within the meaning of Section 303A of the NYSE Listed Company Manual.

Section 3. Representations and Warranties of the Stockholders.

Each Stockholder represents, warrants and covenants to the other parties hereto as follows:

(a) Such Stockholder, if not an individual, (i) is duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has duly authorized the execution, delivery and performance of this Agreement;

(b)(i) Such Stockholder has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith, (ii) such Stockholder has duly executed and delivered this Agreement and (iii) this Agreement constitutes the valid, legal, binding obligation of such Stockholder; and

(c) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement by such Stockholder, (i) will conflict with or result in a breach of any of the terms, conditions or

provisions of such party’s organizational documents, if any, (ii) conflict with or result in a breach of any agreement or instrument to which such Stockholder is now a party or by which he, she or it (or any of his, her or its properties) is bound or (iii) result in the violation of any law, rule, regulation, order, judgment or decree to which such party (or any of his, her or its properties) is bound.

(d) Such Stockholder will be, as of the Closing, the owner of record of or otherwise hold the power to direct the vote of the number of Shares set forth on Schedule A opposite the name of such Stockholder, and that such Stockholder will have, as of the Closing, full power and authority to vote the Shares set forth opposite his, her or its name.

Section 4. Covenants of the Stockholders.

(a) Each Stockholder hereby covenants that, prior to effectuating any Exchange or any sale of Shares, such Stockholder will provide five (5) business days’ written notice to the Company and each of the other Stockholders. In the event of any Exchange or any sale of Shares, each Stockholder authorizes Steven E. Fishman to update Schedule A accordingly.

(b) As required by applicable law, each Stockholder agrees, with the other Stockholder, to file a joint Schedule 13D and any required amendments thereto with the Securities and Exchange Commission promptly following execution of this Agreement, promptly upon termination of this Agreement as to any or all parties hereto and at such other times as may be required by applicable law, and agrees that any such amendments shall be filed on behalf of such party without the necessity of any further agreement. Each Stockholder acknowledges that such party shall be responsible for the timely filing of such amendments and the completeness and accuracy of the information concerning such Stockholder contained therein, but shall not be responsible for the completeness and accuracy of the information concerning other Stockholders, except to the extent that such Stockholder knows or has reason to believe that such information is inaccurate.

Section 5. Termination.

(a) This Agreement shall automatically terminate and be of no further force or effect at such time as the number of Shares remaining subject to this Agreement represent, for a period of five (5) consecutive business days, less than fifty percent (50%) of the outstanding voting power of the Company.

(b) This Agreement shall terminate as to any Stockholder at such time as such Stockholder ceases to own or otherwise hold the power to direct the vote of any Shares.

(c) Upon termination of this Agreement, none of the Stockholders shall have any further obligation or liability hereunder, except as required under Section 4(b) hereof. This provision shall survive termination of this Agreement.

Section 6. Miscellaneous.

(a) Further Assurances. Each Stockholder shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Without limiting the generality of the foregoing, none of the Stockholders shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) if such agreement or arrangement would conflict with this Agreement.

(b) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed), by e-mail of a .pdf attachment (for which a confirmation email is obtained), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)

If to a Stockholder, at such Stockholder’s address as set forth on Schedule A.

(ii)

If to the Company, to:

101 East State Street

Kennett Square, PA 19348

Facsimile No.: (610) 925-4100

Attention: Law Department – lawdepartment@genesishcc.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue, NW

Washington, DC 20005

Facsimile No.: (202) 661-8299

Attention: Jeremy London

Neil Rock

Richard Oliver

(c) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except by an instrument in writing signed by each Stockholder.

(d) Successors and Assigns; Acquisitions and Transfers. The provisions of this Agreement shall survive the death, incapacity or dissolution of each Stockholder and any obligation of such Stockholder shall be binding upon the heirs, personal representatives, successors and permitted assigns of such Stockholder.

(e) Entire Agreement. This Agreement embodies the entire agreement and understanding among the Stockholders relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

(f) Severability. If any term of this Agreement or the application thereof to any party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term to the other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law.

(g) No Waiver. The failure of any Stockholder to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Stockholder with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(h) No Third Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by the Stockholders, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever.

(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, of the Stockholders.

(j) Governing Law. This Agreement and all disputes arising out of or relating to this Agreement, its subject matter, the performance by the parties of their respective obligations hereunder or the claimed breach hereof, whether in tort, contract or otherwise, shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of laws.

(k) Termination with Respect to Certain Parties. The parties hereby agree that, as of the date hereof, each of Gazelle GEN, LLC, Mid Atlantic Healthcare Investors, LLC and MCP Genesis, LLC is no longer a party to this Agreement.

[Signature Pages Immediately Follow]

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


GAZELLE GEN, LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

MID ATLANTIC HEALTHCARE INVESTORS, LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

OPCO ROK, LLC

By:		/s/ Sam Rieder
Name:		Sam Rieder
Title:		Director

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


MCP GENESIS, LLC

By:		/s/ Robert Hartman
Name:		Robert Hartman
Title:		Manager

MIDWAY GEN CAPITAL, LLC

By:		/s/ Robert Hartman
Name:		Robert Hartman
Title:		Manager

ROBERT AND DEBRA F. HARTMAN FAMILY TRUST

By:		/s/ Debra F. Hartman
Name:		Debra F. Hartman
Title:		Trustee

/s/ Robert Hartman
ROBERT HARTMAN

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.



SENIOR CARE GENESIS, LLC

By:		/s/ David Reis
Name:		David Reis
Title:		Managing member of Senior Care Development LLC, the manager of Senior Care Genesis, LLC

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.



HCCF MANAGEMENT GROUP XI, LLC

By:		/s/ Arnold Whitman
Name:		Arnold Whitman
Title:		Sole Member

HCCF MANAGEMENT GROUP, INC.

By:		/s/ Arnold Whitman
Name:		Arnold Whitman
Title:		President

/s/ Arnold M. Whitman
ARNOLD M. WHITMAN

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


FC PROFIT SHARING, LLC

By:		/s/ Steven E. Fishman
Name:		Steven E. Fishman
Title:		Manager

ZAC PROPERTIES XI, LLC

By:		/s/ Steven E. Fishman
Name:		Steven E. Fishman
Title:		Manager

/s/ Steven E. Fishman
STEVEN E. FISHMAN

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


BIRET OPERATING LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

GRANDVIEW INVESTORS LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

MAX MOXI LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

GRFC GAZELLE LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

GAZELLE RIVERSIDE LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


GAZELLE LIGHT LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

GAZELLE HERNE HILL LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

L GEN ASSOCIATES

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

GAZELLE SING LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


GAZELLE COSTA BRAZIL LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

DREYK LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

GHC CLASS B LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.



SING INVESTMENTS LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

LARTS INVESTMENTS LLC

By:		/s/ Isaac Neuberger
Name:		Isaac Neuberger
Title:		Manager

[Signature Pages to Voting Agreement]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

/s/ George V. Hager, Jr.

GEORGE V. HAGER, JR.