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*
(Street)
| 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) 06/03/2020 | ||||||||||||||||||||||||||
| 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 | 06/03/2020 | A(1) | 124,079 | A | $0 | 1,014,178(2) | D | |||
| Class A Common Stock | 2,937,750(3) | I | See footnote (3) | |||||||
| Class A Common Stock | 1,003,512(4) | I | See footnote (4) | |||||||
| Class A Common Stock | 501,815(5) | I | See footnote (5) | |||||||
| Class A Common Stock | 3,425,932(6) | I | See footnote (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. Grant of restricted stock units under the Issuer's 2015 Omnibus Equity Incentive Plan. |
| 2. Includes 124,079 unvested restricted stock units and 216,079 vested restricted stock units that have not yet been paid in shares of the Issuer's Class A Common Stock. |
| 3. Represents shares of Class A Common Stock of the Issuer ("Class A Shares") held by HCCF Management Group XI, LLC, of which Mr. Whitman may be deemed to be the beneficial owner. |
| 4. Represents Class A Shares held by HCCF Management Group, Inc., of which Mr. Whitman may be deemed to be the beneficial owner. |
| 5. Represents Class A Shares held by FC Profit Sharing, LLC, of which Mr. Whitman may be deemed to be the beneficial owner as a principal of Formation Capital, LLC, the sole member of FC Profit Sharing, LLC. Mr. Whitman disclaims beneficial ownership of such Class A Shares, except to the extent of Mr. Whitman's pecuniary interest therein. |
| 6. Represents Class A Shares held by a Grantor Retained Annuity Trust, of which Mr. Whitman may be deemed to be the beneficial owner. |
| By: Michael Berg, Attorney-in-Fact for: Arnold M. Whitman | 06/03/2020 | |
| ** 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. | ||