Sec Form 4 Filing - FISH ROBERT H @ Genesis Healthcare, Inc. - 2015-02-02

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

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1. Name and Address of Reporting Person FISH ROBERT H 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 X __ Officer (give title below) _____ Other (specify below) Director & CEO (Last) (First) (Middle) 101 EAST STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2015 (Street) KENNETT SQUARE, PA19348 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 02/02/2015 F 44,601 ( 1 ) D $ 8.3 ( 2 ) 633,289 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FISH ROBERT H 101 EAST STATE STREET KENNETT SQUARE, PA19348 X Director & CEO Signatures By: John Mitchell, Attorney-in-Fact For: Robert Fish 02/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are restricted shares of Genesis Healthcare, Inc. (fka Skilled Healthcare Group, Inc.) Class A common stock, par value $0.001 per share, awarded pursuant to the Skilled Healthcare Group, Inc. 2007 Incentive Award Plan (the "2007 Plan"). On the reported transaction date(s), the Reporting Person had restricted shares vest under award(s) previously granted to the Reporting Person pursuant to the 2007 Plan. Pursuant to the 2007 Plan, at the Reporting Person's election, the restricted shares reported hereby were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of restricted shares granted pursuant to the foregoing award(s). ( 2 )No cash consideration was received by the Reporting Person for his or her forfeiture of the restricted shares. The forfeiture of restricted shares by the Reporting Person was made pursuant to the 2007 Plan.

Remarks: On February 2, 2015, Skilled Healthcare Group, Inc. and FC-GEN Operations Investment, LLC combined their business and operations, with the surviving entity taking the name Genesis Healthcare, Inc.

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).

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