Sec Form 4 Filing - Fishman Steven E. @ Genesis Healthcare, Inc. - 2019-03-05

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 Fishman Steven E. 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) C/O GENESIS HEALTHCARE, INC., 101 EAST STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2019 (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 03/05/2019 C 3,000,522 A $ 0 6,970,106 I See Footnote ( 1 ) Class A Common Stock 1,060,734 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 ( 2 ) 03/05/2019 C 3,000,000 ( 2 ) ( 2 ) Class A Common Stock 9,056,014 $ 0 6,056,014 I See Footnote ( 1 ) Shares of Class C Common Stock ( 3 ) 03/05/2019 C 522 ( 3 ) ( 3 ) Class A Common Stock 1,577 $ 0 1,055 I See Footnote ( 1 ) Class A Common Units of FC-GEN Operations Investment, LLC ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 2,283,476 2,283,476 D Shares of Class C Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 398 398 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fishman Steven E. C/O GENESIS HEALTHCARE, INC. 101 EAST STATE STREET KENNETT SQUARE, PA19348 X Signatures Michael Berg, Attorney-in-fact For: Steven E. Fishman 03/08/2019 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 Zac Properties, LLC of which Mr. Fishman may be deemed to be the beneficial owner. ( 2 )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. ( 3 )Concurrently with the exchange of an OP Unit as described in footnote 2, 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: See attached "Footnotes" page.

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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