Sec Form 4 Filing - ONEX CORP @ Genesis Healthcare, Inc. - 2017-06-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ONEX CORP
2. Issuer Name and Ticker or Trading Symbol
Genesis Healthcare, Inc. [ GEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
161 BAY STREET,
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2017
(Street)
TORANTO, A6M5J 2S1
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Class B Common Stock ( 1 ) 06/07/2017 S 3,828 ( 3 ) 05/18/2007 ( 2 ) Class A Common Stock 3,828 $ 1.7 10,663,410 ( 3 ) D
Class B Common Stock ( 1 ) 06/07/2017 S 23 ( 4 ) 05/18/2007 ( 2 ) Class A Common Stock 23 $ 1.7 64,981 ( 4 ) D
Class B Common Stock ( 1 ) 06/07/2017 S 1,149 ( 5 ) 05/18/2007 ( 2 ) Class A Common Stock 1,149 $ 1.7 3,199,198 ( 5 ) D
Class B Common Stock ( 1 ) 06/07/2017 S 5,000 ( 6 ) 05/18/2007 ( 2 ) Class A Common Stock 5,000 $ 1.7 13,927,589 ( 6 ) I See footnote ( 7 )
Class B Common Stock ( 1 ) 06/07/2017 S 5,000 ( 8 ) 05/18/2007 ( 2 ) Class A Common Stock 5,000 $ 1.7 13,927,589 ( 8 ) I See footnote ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ONEX CORP
161 BAY STREET
TORANTO, A6M5J 2S1
X
SCHWARTZ GERALD W
161 BAY STREET
49TH FLOOR
TORONTO, A6M5J 2S1
X
ONEX PARTNERS LP
C/O ONEX INVESTMENT CORPORATION
712 FIFTH AVENUE
NEW YORK, NY10019
X
Onex US Principals LP
421 LEADER STREET
MARION, OH43302
X
Onex Real Estate Holdings III Inc.
421 LEADER STREET
MARION, OH43302
X
Signatures
/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. 06/08/2017
Signature of Reporting Person Date
/s/ Joshua Hausman, Director of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. 06/08/2017
Signature of Reporting Person Date
/s/ David Copeland, Vice President of the Onex Real Estate Holdings III Inc. 06/08/2017
Signature of Reporting Person Date
/s/ Andrea E. Daly, Managing Director and General Counsel of Onex Corporation 06/08/2017
Signature of Reporting Person Date
/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. 06/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Convertible on a one-for-one basis automatically upon transfer to a third party.
( 2 )No Expiration.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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.

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.