Sec Form 3/A Filing - Whitman Arnold M @ Genesis Healthcare, Inc. - 2015-02-02

FORM 3/A 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 Whitman Arnold M 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) 3820 MANSELL ROAD, SUITE 280 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2015 (Street) ALPHARETTA, GA30022 4. If Amendment, Date Original Filed (MM/DD/YY) 02/12/2015 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 Shares of Class A Common Stock (par value $0.001 per share) 11,500 D Shares of Class A Common Stock (par value $0.001 per share) 6,894,550 ( 1 ) I See explanation footnote ( 1 ) Shares of Class A Common Stock (par value $0.001 per share) 1,003,512 ( 2 ) I See explanation footnote ( 2 ) Shares of Class A Common Stock (par value $0.001 per share) 501,815 ( 3 ) I See explanation footnote ( 3 )

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 ) ( 4 ) ( 4 ) Class A Common Stock 15,728,885 ( 1 ) I See explanation footnote ( 1 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,289,361 ( 2 ) I See explanation footnote ( 2 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,144,815 ( 3 ) I See explanation footnote ( 3 ) Shares of Class C Common Stock (par value $0.001 per share) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 2,739 ( 1 ) I See explanation footnote ( 1 ) Shares of Class C Common Stock (par value $0.001 per share) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 399 ( 2 ) I See explanation footnote ( 2 ) Shares of Class C Common Stock (par value $0.001 per share) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 199 ( 3 ) I See explanation footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Whitman Arnold M 3820 MANSELL ROAD, SUITE 280 ALPHARETTA, GA30022 X X HCCF Management Group XI, LLC 3820 MANSELL ROAD, SUITE 280 ALPHARETTA, GA30022 X HCCF Management Group, Inc. 3820 MANSELL ROAD, SUITE 280 ALPHARETTA, GA30022 X FC Profit Sharing, LLC 3820 MANSELL ROAD, SUITE 280 ALPHARETTA, GA30022 X Signatures /s/ Michael Sherman, as Attorney-in-Fact for Arnold M. Whitman 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for HCCF Management Group XI, LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for HCCF Management Group, Inc. 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for FC Profit Sharing, LLC 02/27/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock of the Issuer ("Class A Shares"), shares of Class C Common Stock of the Issuer ("Class C Shares") on an as-converted basis, or Class A Common Units of FC-GEN Operations Investment, LLC ("OP Units") on an as-exchanged basis, as applicable, held by HCCF Management Group XI, LLC, of which Mr. Whitman may be deemed to be the benefic ial owner. ( 2 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by HCCF Management Group, Inc., of which Mr. Whitman may be deemed to be the beneficial owner. ( 3 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by FC Profit Sharing, LLC, of which Mr. Whitman may be deemed to be the beneficial owner as a principal of Formation Capital, LLC, the sole member of FC Profit Sharing, LLC. Mr. Whitman disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Whitman's pecuniary interest therein. ( 4 )Each 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 )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 such OP Unit will automatically convert into 0.000174115 Class A Shares.

Remarks: This amendment is being filed to reflect a correction to the allocation of shares issued pursuant to the transaction that gave rise to the reporting persons' reporting obligations.

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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