FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Reis David A
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)
(Last)          (First)          (Middle)

C/O GENESIS HEALTHCARE, INC., 101 EAST STATE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/27/2018
(Street)

KENNETT SQUARE, PA 19348
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/27/2018     S    2000000   D $1.33   436848   (1) D    
Class A Common Stock                  84879   I   See footnote   (2)
Class A Common Stock                  182295   I   See footnote   (3)
Class A Common Stock                  304753   I   See footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Includes 68,650 unvested restricted stock units and 92,000 vested restricted stock units that have not yet been paid in Class A Shares.
(2)  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.
(3)  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.
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Reis David A
C/O GENESIS HEALTHCARE, INC.
101 EAST STATE STREET
KENNETT SQUARE, PA 19348
X



Signatures
/s/ Michael Berg, Attorney-in-Fact for: David A. Reis 11/29/2018
** 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 control number.
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