GEN Genesis Healthcare Inc

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 * Hartman Robert	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) 12/1/2020
(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	12/1/2020		J(1)		1335565.5	D	$0.4789 (2)	0	I	By HKT1 LLC (3)
Class A Common Stock	12/1/2020		J(1)		1335565.5	A	$0.4789 (2)	1335565.5	I	By HKT1 LLC (4)
Class A Common Stock								284729 (5)	D
Class A Common Stock								779766	I	By GHC Class B LLC (6)

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)	On December 1, 2020, for estate planning purposes, Mr. Hartman and the Robert Hartman Family Trust, which together owned 100% of HKT1 LLC, sold the entirety of their interests in HKT1 LLC to the Kutner Children Trust, a trust for the benefit of members of Mr. Hartman's family and of which Mr. Hartman serves as the investment manager.
(2)	The consideration for the transaction described in footnote 1 consisted of promissory notes for $639,602.32, or $0.4789 per share of Class A Common Stock (the "Shares") held by HKT1 LLC.
(3)	Prior to the transaction described in footnote 1, HKT1 LLC was owned by Mr. Hartman and the Robert Hartman Family Trust. Mr. Hartman disclaims beneficial ownership of the Shares, except to the extent of his pecuniary interest therein.
(4)	Following the transaction described in footnote 1, HKT1 LLC is now owned 100% by the Kutner Children Trust. Mr. Hartman disclaims beneficial ownership of the Shares, except to the extent of his pecuniary interest therein.
(5)	Includes 176,079 vested restricted stock units that have not yet been paid in the Shares.
(6)	Mr. Hartman disclaims beneficial ownership of the Shares, except to the extent of his pecuniary interest therein.

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

Signatures
By: Michael Berg, Attorney-in-Fact for: Robert Hartman		12/3/2020
**Signature of Reporting Person		Date