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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Genesis Healthcare, Inc. [ GEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 12/01/2020 | J(1) | 1,335,565.5 | D | $0.4789(2) | 0 | I | By HKT1 LLC(3) | ||
Class A Common Stock | 12/01/2020 | J(1) | 1,335,565.5 | A | $0.4789(2) | 1,335,565.5 | I | By HKT1 LLC(4) | ||
Class A Common Stock | 284,729(5) | D | ||||||||
Class A Common Stock | 779,766 | I | By GHC Class B LLC(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On December 1, 2020, for estate planning purposes, Mr. Hartman and the Robert Hartman Family Trust, which together owned 100% of HKT1 LLC, sold the entirety of their interests in HKT1 LLC to the Kutner Children Trust, a trust for the benefit of members of Mr. Hartman's family and of which Mr. Hartman serves as the investment manager. |
2. The consideration for the transaction described in footnote 1 consisted of promissory notes for $639,602.32, or $0.4789 per share of Class A Common Stock (the "Shares") held by HKT1 LLC. |
3. Prior to the transaction described in footnote 1, HKT1 LLC was owned by Mr. Hartman and the Robert Hartman Family Trust. Mr. Hartman disclaims beneficial ownership of the Shares, except to the extent of his pecuniary interest therein. |
4. Following the transaction described in footnote 1, HKT1 LLC is now owned 100% by the Kutner Children Trust. Mr. Hartman disclaims beneficial ownership of the Shares, except to the extent of his pecuniary interest therein. |
5. Includes 176,079 vested restricted stock units that have not yet been paid in the Shares. |
6. Mr. Hartman disclaims beneficial ownership of the Shares, except to the extent of his pecuniary interest therein. |
By: Michael Berg, Attorney-in-Fact for: Robert Hartman | 12/03/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |