GENESIS HEALTHCARE, INC.
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(Name
of Issuer)
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Class A Common Stock, par value $0.001 per share
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(Title
of Class of Securities)
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37185X 106
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(CUSIP
Number)
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20 Church Street
Hartford, CT 06103-1221
(860) 331-2700
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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October 31, 2018
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(Date
of Event Which Requires Filing of this Statement)
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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. o
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).
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CUSIP
No. 37185X 106
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1.
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Names
of Reporting Persons
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Senior
Care Genesis, LLC
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||
I.R.S.
Identification Nos. of above persons (entities only):
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||||
2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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|||
(a)
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☐
|
|||
(b)
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☒
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|||
3.
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SEC
Use Only
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|||
4.
|
Source
of Funds (See Instructions)
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OO
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||
5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
|
||
6.
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Citizenship
or Place of Organization
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Delaware
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||
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
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7.
|
Sole
Voting Power
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0
|
|
8.
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Shared
Voting Power
|
8,610,619(1)
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||
9.
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Sole
Dispositive Power
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0
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||
10.
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Shared
Dispositive Power
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8,610,619(1)
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||
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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8,610,619(1)
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||
12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent
of Class Represented by Amount in Row (11)
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7.8606%(2)
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14.
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Type
of Reporting Person (See Instructions)
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OO
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||
CUSIP
No. 37185X 106
|
||||
1.
|
Names
of Reporting Persons
|
David
A. 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)
|
☐
|
|||
(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.
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Citizenship
or Place of Organization
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United
States
|
||
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Voting Power
|
276,198(1)
|
|
8.
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Shared
Voting Power
|
8,877,793(2)
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||
9.
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Sole
Dispositive Power
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276,198(1)
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||
10.
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Shared
Dispositive Power
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8,877,793(2)
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||
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
|
9,153,991(3)
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||
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
☐
|
||
13.
|
Percent
of Class Represented by Amount in Row (11)
|
8.3566%(4)
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14.
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Type
of Reporting Person (See Instructions)
|
IN
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Item 1.
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Security and Issuer
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Amount beneficially owned:
Mr. Reis: 9,153,991
Senior Care: 8,610,619
Percent of class*:
Mr. Reis: 8.3566%
Senior Care: 7.8606%
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Mr. Reis: 276,198
Senior Care: 0
Mr. Reis: 8,877,793
Senior Care: 8,610,619
(iii) Sole power to dispose or to direct the disposition of
Mr. Reis: 276,198
Senior Care: 0
(iv) Shared power to dispose or to direct the disposition of
Mr. Reis: 8,877,793
Senior Care: 8,610,619
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Trade Date
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Seller
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No. of Shares
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Average Sales Price Per Share *
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11-1-2018
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Mr. Reis
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5,590
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$1.6454
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11-1-2018
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Reis Family Trust
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185
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$1.6454
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11-1-2018
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Reis Subchapter S
Trust
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401
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$1.6454
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11-2-2018
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Mr. Reis
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12,019
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$1.6379
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11-2-2018
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Reis Family Trust
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398
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$1.6379
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11-2-2018
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Reis Subchapter S
Trust
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863
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$1.6379
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11-5-2018
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Mr. Reis
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2,842
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$1.6312
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11-5-2018
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Reis Family Trust
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94
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$1.6312
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11-5-2018
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Reis Subchapter S
Trust
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204
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$1.6312
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11-6-2018
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Mr. Reis
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7,246
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$1.6402
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11-6-2018
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Reis Family Trust
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240
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$1.6402
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11-6-2018
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Reis Subchapter S
Trust
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521
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$1.6402
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11-7-2018
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Mr. Reis
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23,503
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$1.6795
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11-7-2018
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Reis Family Trust
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779
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$1.6795
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11-7-2018
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Reis Subchapter S
Trust
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1,688
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$1.6795
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11-8-2018
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Mr. Reis
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26,290
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$1.6623
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11-8-2018
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Reis Family Trust
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872
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$1.6623
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11-8-2018
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Reis Subchapter S
Trust
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1,888
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$1.6623
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11-9-2018
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Mr. Reis
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23,617
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$1.6705
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11-9-2018
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Reis Family Trust
|
783
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$1.6705
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11-9-2018
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Reis Subchapter S
Trust
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1,696
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$1.6705
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11-12-2018
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Mr. Reis
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15,442
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$1.6959
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11-12-2018
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Reis Family Trust
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512
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$1.6959
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11-12-2018
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Reis Subchapter S
Trust
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1,109
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$1.6959
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11-13-2018
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Mr. Reis
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16,164
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$1.7000
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11-13-2018
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Reis Family Trust
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536
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$1.7000
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11-13-2018
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Reis Subchapter S
Trust
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1,161
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$1.7000
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11-14-2018
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Mr. Reis
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12,218
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$1.6596
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11-14-2018
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Reis Family Trust
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405
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$1.6596
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11-14-2018
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Reis Subchapter S
Trust
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877
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$1.6596
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11-15-2018
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Mr. Reis
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4,605
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$1.6353
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11-15-2018
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Reis Family Trust
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153
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$1.6353
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11-15-2018
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Reis Subchapter S
Trust
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331
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$1.6353
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11-15-2018
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Mr. Reis
|
98
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$1.6307
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11-15-2018
|
Reis Family Trust
|
3
|
$1.6307
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11-15-2018
|
Reis Subchapter S
Trust
|
7
|
$1.6307
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11-27-2018 | Mr. Reis |
2,000,000 | $1.33† |
SENIOR CARE GENESIS, LLC |
|||
Dated: February 28, 2019
|
By:
|
Senior Care Development, LLC, its manger |
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By | /s/ David A. Reis |
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Name: David A. Reis |
|||
Title: Managing Member |
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|
/s/
David A. Reis |
|
David A. Reis |
|||
SENIOR CARE GENESIS, LLC |
||
Dated: February 28, 2019
|
By:
|
Senior Care Development, LLC, its manger |
By | /s/ David A. Reis |
|
Name: David A. Reis |
||
Title: Managing Member |
|
|
/s/
David A. Reis |
David A. Reis |
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