0000899243-17-018252.txt : 20170714
0000899243-17-018252.hdr.sgml : 20170714
20170714115122
ACCESSION NUMBER: 0000899243-17-018252
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170713
FILED AS OF DATE: 20170714
DATE AS OF CHANGE: 20170714
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARTZ GERALD W
CENTRAL INDEX KEY: 0001275599
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33459
FILM NUMBER: 17964970
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX CORP
CENTRAL INDEX KEY: 0000937226
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33459
FILM NUMBER: 17964971
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: P O BOX 700
CITY: TORONTO ONTARIO CANA
STATE: A6
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: P O BOX 700
CITY: TORONTO ONTARIO CANA
STATE: A6
FORMER NAME:
FORMER CONFORMED NAME: ONEX CORP ET AL
DATE OF NAME CHANGE: 19950209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Real Estate Holdings III Inc.
CENTRAL INDEX KEY: 0001558649
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1212
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33459
FILM NUMBER: 17964972
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (740) 223-7662
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex US Principals LP
CENTRAL INDEX KEY: 0001297369
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33459
FILM NUMBER: 17964973
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX PARTNERS LP
CENTRAL INDEX KEY: 0001274486
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33459
FILM NUMBER: 17964974
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-07-13
0
0001351051
Genesis Healthcare, Inc.
GEN
0000937226
ONEX CORP
161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001275599
SCHWARTZ GERALD W
161 BAY STREET
49TH FLOOR
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001274486
ONEX PARTNERS LP
C/O ONEX INVESTMENT CORPORATION
712 FIFTH AVENUE
NEW YORK
NY
10019
0
0
1
0
0001297369
Onex US Principals LP
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001558649
Onex Real Estate Holdings III Inc.
421 LEADER STREET
MARION
OH
43302
0
0
1
0
Class B Common Stock
2017-07-13
4
S
0
191409
1.52
D
2007-05-18
Class A Common Stock
191409
9617707
D
Class B Common Stock
2017-07-13
4
S
0
1166
1.52
D
2007-05-18
Class A Common Stock
1166
58611
D
Class B Common Stock
2017-07-13
4
S
0
57425
1.52
D
2007-05-18
Class A Common Stock
57425
2885473
D
Class B Common Stock
2017-07-13
4
S
0
250000
1.52
D
2007-05-18
Class A Common Stock
250000
12561791
I
See footnote
Class B Common Stock
2017-07-13
4
S
0
250000
1.52
D
2007-05-18
Class A Common Stock
250000
12561791
I
See footnote
Convertible on a one-for-one basis automatically upon transfer to a third party.
No Expiration.
Represents shares of Class B Common Stock directly owned by Onex Partners LP. All of the shares owned directly by Onex Partners LP are reported as beneficially owned by each of Onex Partners LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Partners LP, Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares of Class B Common Stock directly owned by Onex US Principals LP. All of the shares directly owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Mr. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex US Principals LP, Onex Corporation and Mr.Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares of Class B Common Stock directly owned by Onex Real Estate Holdings III Inc. All of the shares directly owned by Onex Real Estate Holdings III Inc. are reported as beneficially owned by each of Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares of Class B Common Stock indirectly owned by Onex Corporation, and consists of shares owned directly by Onex Partners LP, Onex US Principals LP, and Onex Real Estate Holdings III Inc., as described in footnotes 3, 4, and 5 above. See footnote 7 for a description of the nature of Onex Corporation's indirect ownership of such shares.
Onex Corporation may be deemed to beneficially own the shares of Class B Common Stock held directly by (a) Onex Partners LP, through its ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP, (b) Onex US Principals LP, through its ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP and (c) Onex Real Estate Holdings III Inc., through its ownership of all of the common stock of Onex Real Estate Holdings III Inc. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares of Class B Common Stock indirectly owned by Mr. Schwartz, and consists of shares beneficially owned by Onex Corporation. See footnote 9 for a description of the nature of Mr. Schwartz's indirect ownership of such shares.
Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, also indirectly holds a majority of the voting rights of the shares of Onex Corporation. As a result, he may be deemed to beneficially own all shares of Class B Common Stock beneficially owned by Onex Corporation (see footnote 7). Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Joshua Hausman, Managing Director of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners GP LP, the general partner of Onex Partners LP.
2017-07-14
/s/ Joshua Hausman, Director of Onex American Holdings GP LLC, the general partner of Onex US Principals LP.
2017-07-14
/s/ David Copeland, Vice President of the Onex Real Estate Holdings III Inc.
2017-07-14
/s/ Andrea E. Daly, Managing Director and General Counsel of Onex Corporation
2017-07-14
/s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz, Power of Attorney incorporation by reference to the Schedule 13G/A with respect to the Fly Leasing Limited filed by Gerald W. Schwartz (and the other signatories thereto) on April 3, 2017.
2017-07-14