Sec Form 3/A Filing - Neuberger Issac @ 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 Neuberger Issac 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) ONE SOUTH STREET, 27TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2015 (Street) BALTIMORE, MD21202 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) 172,384 ( 1 ) I See explanation footnote ( 1 ) Shares of Class A Common Stock (par value $0.001 per share) 63,302 ( 2 ) I See explanation footnote ( 2 ) Shares of Class A Common Stock (par value $0.001 per share) 67,977 ( 3 ) I See explanation footnote ( 3 ) Shares of Class A Common Stock (par value $0.001 per share) 139,218 ( 4 ) I See explanation footnote ( 4 ) Shares of Class A Common Stock (par value $0.001 per share) 346,164 ( 5 ) I See explanation footnote ( 5 ) Shares of Class A Common Stock (par value $0.001 per share) 704,228 ( 6 ) I See explanation footnote ( 6 ) Shares of Class A Common Stock (par value $0.001 per share) 446,112 ( 7 ) I See explanation footnote ( 7 ) Shares of Class A Common Stock (par value $0.001 per share) 3,108,181 ( 8 ) I See explanation footnote ( 8 ) Shares of Class A Common Stock (par value $0.001 per share) 2,486,517 ( 9 ) I See explanation footnote ( 9 ) Shares of Class A Common Stock (par value $0.001 per share) 621,664 ( 10 ) I See explanation footnote ( 10 ) Shares of Class A Common Stock (par value $0.001 per share) 1,028,413 ( 11 ) I See explanation footnote ( 11 ) Shares of Class A Common Stock (par value $0.001 per share) 779,766 ( 12 ) I See explanation footnote ( 12 ) Shares of Class A Common Stock (par value $0.001 per share) 74,142 ( 13 ) I See explanation footnote ( 13 ) Shares of Class A Common Stock (par value $0.001 per share) 74,142 ( 14 ) I See explanation footnote ( 14 )

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 ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 393,269 ( 1 ) I See explanation footnote ( 1 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 144,413 ( 2 ) I See explanation footnote ( 2 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 155,079 ( 3 ) I See explanation footnote ( 3 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 317,604 ( 4 ) I See explanation footnote ( 4 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 789,722 ( 5 ) I See explanation footnote ( 5 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 1,606,591 ( 6 ) I See explanation footnote ( 6 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 2,346,169 ( 11 ) I See explanation footnote ( 11 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 15 ) ( 15 ) ( 15 ) Class A Common Stock 849,619 ( 12 ) I See explanation footnote ( 12 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 68 ( 1 ) I See explanation footnote ( 1 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 25 ( 2 ) I See explanation footnote ( 2 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 27 ( 3 ) I See explanation footnote ( 3 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 55 ( 4 ) I See explanation footnote ( 4 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 138 ( 5 ) I See explanation footnote ( 5 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 280 ( 6 ) I See explanation footnote ( 6 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 409 ( 11 ) I See explanation footnote ( 11 ) Shares of Class C Common Stock (par value $0.001 per share) ( 16 ) ( 16 ) ( 16 ) Class A Common Stock 148 ( 12 ) I See explanation footnote ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Neuberger Issac ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Biret Operating LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Grandview Investors LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Max Moxie LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X GRFC Gazelle LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Gazelle Riverside LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Gazelle Light LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Gazelle Herne Hill LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X L Gen Associates ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Gazelle Sing LLC ONE SOUTH STREET, 27TH FLOOR BALTIMORE, MD21202 X Signatures /s/ Michael Sherman, as Attorney-in-Fact for Isaac Neuberger 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Biret Operating LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Grandview Investors LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Max Moxi LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for GRFC Gazelle LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Gazelle Riverside LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Gazelle Light LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Gazelle Herne Hill LLC 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for L Gen Associates 02/27/2015 Signature of Reporting Person Date /s/ Michael Sherman, as Attorney-in-Fact for Gazelle Sing 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 Biret Operating LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 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 Grandview Investors LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 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 Max Moxi LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 4 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by GRFC Gazelle LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 5 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Riverside LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 6 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Light LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 7 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Herne Hill LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 8 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by L Gen Associates, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 9 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Sing LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 10 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Gazelle Costa Brazil LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 11 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Dreyk LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 12 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by GHC Class B LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 13 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Sing Investments LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 14 )Represents Class A Shares, Class C Shares on an as-converted basis, or OP Units on an as-exchanged basis, as applicable, held by Larts Investments LLC, of which Mr. Neuberger may be deemed to be the beneficial owner. Mr. Neuberger disclaims beneficial ownership of such Class A Shares, Class C Shares, or OP Units, as applicable, except to the extent of Mr. Neuberger's pecuniary interest therein. ( 15 )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. ( 16 )Concurrently with the exchange of an OP Unit as described in footnote 15, subject to certain adjustments, one Class C Share held by the holder of such OP Unit will automatically convert into 0.000174145 Class A Shares.

Remarks: This amendment is being filed to correct a scrivener's error in the number of Class A Shares held by Biret Operating, LLC.Form 1 of 2

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