Genesis Healthcare (GENN) Form 4 Genesis Healthcare / David A Reis ownership change

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)

C/O GENESIS HEALTHCARE, INC.

101 EAST STATE STREET

(Street)

KENNETT SQUARE PA 19348

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2018

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/01/2018		S(1)		5,590	D	$1.6454(2)	2,580,892(3)	D
Class A Common Stock	11/01/2018		S(1)		185	D	$1.6454(2)	89,654	I	See footnote(4)
Class A Common Stock	11/01/2018		S(1)		401	D	$1.6454(2)	192,640	I	See footnote(5)
Class A Common Stock	11/02/2018		S(1)		12,019	D	$1.6379(6)	2,568,873(3)	D
Class A Common Stock	11/02/2018		S(1)		398	D	$1.6379(6)	89,256	I	See footnote(4)
Class A Common Stock	11/02/2018		S(1)		863	D	$1.6379(6)	191,777	I	See footnote(5)
Class A Common Stock								304,753	I	See footnote(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transactions were effected pursuant to a Rule 10b5-1 trading plan.

2. The price reported in column 4 is a weighted average price. These shares of the Issuer's Class A Common Stock ("Class A Shares") were purchased in multiple transactions at prices ranging from $1.63 to $1.67. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. Includes 68,650 unvested restricted stock units and 92,000 vested restricted stock units that have not yet been paid in Class A Shares.

4. Represents Class A Shares held by David Reis Family Trust, of which Mr. Reis serves as trustee. Mr. Reis disclaims beneficial ownership of such Class A Shares, except to the extent of Mr. Reis's pecuniary interest therein.

5. Represents Class A Shares held by The David Reis Subchapter S Trust, of which Mr. Reis serves as trustee. Mr. Reis disclaims beneficial ownership of such Class A Shares, except to the extent of Mr. Reis's pecuniary interest therein.

6. The price reported in column 4 is a weighted average price. These Class A Shares were purchased in multiple transactions at prices ranging from $1.63 to $1.68. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

7. Represents 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 therein.

	/s/ Michael Berg, Attorney-in-Fact for: David A. Reis	11/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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