Sec Form 4 Filing - Reis David A @ Genesis Healthcare, Inc. - 2018-08-10

Insider filing report for Changes in Beneficial Ownership
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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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GENESIS HEALTHCARE, INC., 101 EAST STATE STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2018
(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 08/10/2018 S( 1 ) 29,798 D $ 1.6545 ( 2 ) 2,770,505 ( 3 ) D
Class A Common Stock 08/10/2018 S( 1 ) 988 D $ 1.6545 ( 2 ) 97,463 I See footnote ( 4 )
Class A Common Stock 08/10/2018 S( 1 ) 2,140 D $ 1.6545 ( 2 ) 209,558 I See footnote ( 5 )
Class A Common Stock 08/13/2018 S( 1 ) 11,032 D $ 1.6324 ( 6 ) 2,759,473 ( 3 ) D
Class A Common Stock 08/13/2018 S( 1 ) 366 D $ 1.6324 ( 6 ) 97,097 I See footnote ( 4 )
Class A Common Stock 08/13/2018 S( 1 ) 792 D $ 1.6324 ( 6 ) 208,766 I See footnote ( 5 )
Class A Common Stock 08/14/2018 S( 1 ) 2,039 D $ 1.6304 ( 7 ) 2,757,434 ( 3 ) D
Class A Common Stock 08/14/2018 S( 1 ) 64 D $ 1.6304 ( 7 ) 97,033 I See footnote ( 4 )
Class A Common Stock 08/14/2018 S( 1 ) 146 D $ 1.6304 ( 7 ) 208,620 I See footnote ( 5 )
Class A Common Stock 608,730 ( 8 ) I See footnote ( 8 )
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
Reis David A
C/O GENESIS HEALTHCARE, INC.
101 EAST STATE STREET
KENNETT SQUARE, PA19348
X
Signatures
/s/ Michael Berg, Attorney-in-Fact for: David A. Reis 08/14/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transactions were effected pursuant to a Rule 10b5-1 trading plan.
( 2 )The price reported in column 4 is a weighted average price. These shares of the Issuer's Class A Common Stock ("Class A Shares") were purchased in multiple transactions at prices ranging from $1.63 to $1.715. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 3 )Includes 68,650 unvested restricted stock units and 92,000 vested restricted stock units that have not yet been paid in Class A Shares.
( 4 )Represents Class A Shares held by David Reis Family Trust, of which Mr. Reis serves as trustee. Mr. Reis disclaims beneficial ownership of such Class A Shares, except to the extent of Mr. Reis' pecuniary interest therein.
( 5 )Represents Class A Shares held by The David Reis Subchapter S Trust, of which Mr. Reis serves as trustee. Mr. Reis disclaims beneficial ownership of such Class A Shares, except to the extent of Mr. Reis' pecuniary interest therein.
( 6 )The price reported in column 4 is a weighted average price. These Class A Shares were purchased in multiple transactions at prices ranging from $1.63 to $1.65. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 7 )The price reported in column 4 is a weighted average price. These Class A Shares were purchased in multiple transactions at prices ranging from $1.63 to $1.64. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 8 )Represents 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 therein.

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