SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reis David A

(Last)

(First)

(Middle)

500 MAMARONECK AVENUE

SUITE 406

(Street)

HARRISON

10528

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Genesis Healthcare, Inc. [ GEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/03/2016		J⁽¹⁾		45,960	A	$0	3,640,134	I	(2)
Class A Common Stock								59,802⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units of FC-GEN Operations Investment LLC	⁽⁴⁾	08/03/2016		J⁽¹⁾		104,851		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	104,851	$0	8,304,420⁽²⁾	I	(2)
Class C Common Stock	⁽⁵⁾	08/03/2016		J⁽¹⁾		18⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	18	$0	1,445⁽²⁾	I	(2)

Explanation of Responses:

1. Transfer of shares pursuant to a Marital Settlement Agreement.

2. Represents shares of Class A Common Stock of the Issuer ("Class A Shares") held by Senior Care Genesis, LLC, of which Mr. Reis may be deemed to be the beneficial owner. Mr. Reis disclaims beneficial ownership of such Class A Shares, except to the extent of Mr. Reis's pecuniary interest herein.

3. Includes 40,000 unvested restricted stock units that have not been paid in Class A Shares.

4. Each Class A Common Unit of FC-GEN Operations Investment, LLC (an "Op Unit") is exchangeable, pursuant to the terms and subject to the limitations of the limited liability company operating agreement of FC-GEN Operations Investment, LLC and subject to certain adjustments, for one Class A Share.

5. Represents shares of Class C Common Stock of the Issuer ("Class C Shares") on an as-converted basis. Concurrently with the exchange of an OP Unit as described in footnote (4), subject to certain adjustments, one Class C Share held by the holder of an Op Unit will automatically convert into 0.000174115 Class A Shares.

	By: Michael S. Sherman, Attorney-in-Fact For: David A. Reis	08/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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