Sec Form 4 Filing - Reis David A @ Genesis Healthcare, Inc. - 2016-07-07

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 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 MAMARONECK AVENUE, SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2016 (Street) HARRISON, NY10528 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 07/07/2016 J( 1 ) 771,606 D $ 0 3,594,174 ( 2 ) I (2) Class A Common Stock 59,802 ( 3 ) 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 Class A Common Units of FC-GEN Operations Investment LLC ( 4 ) 07/07/2016 J( 1 ) 1,760,305 ( 4 ) ( 4 ) Class A Common Stock 1,760,305 $ 0 8,199,569 ( 2 ) I (2) Class C Common Stock ( 5 ) 07/07/2016 J( 1 ) 306 ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 306 ( 5 ) $ 0 1,427 ( 2 ) I (2)

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reis David A 500 MAMARONECK AVENUE SUITE 406 HARRISON, NY10528 X X Signatures By: Michael Berg, Attorney-in-Fact For: David A. Reis 07/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transfer of shares pursuant to a Marital Settlement Agreement. ( 2 )Represents shares of Class A Common Stock of the Issuer ("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 herein. ( 3 )Includes 40,000 unvested restricted stock units that have not been paid in Class A Shares. ( 4 )Each Class A Common Unit of FC-GEN Operations Investment, LLC (an "Op Unit") is exchangeable, pursuant to the terms and subject to the limitations of the limited liability company operating agreement of FC-GEN Operations Investment, LLC and subject to certain adjustments, for one Class A Share. ( 5 )Represents shares of Class C Common Stock of the Issuer ("Class C Shares")on an as-converted basis. Concurrently with the exchange of an OP Unit as described in footnote (4), subject to certain adjustments, one Class C Share held by the holder of an OP Unit will automatically convert into 0.000174115 Class A Shares.

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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