Sec Form 4 Filing - Gochnour John J @ Pennant Group, Inc. - 2019-10-01

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 Gochnour John J 2. Issuer Name and Ticker or Trading Symbol Pennant Group, Inc. [ PNTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O THE PENNANT GROUP, INC., 1675 EAST RIVERSIDE DRIVE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2019 (Street) EAGLE, ID83616 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 Common Stock 10/01/2019 A 32,750 ( 1 ) A $ 0 32,750 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 Stock Option (right to buy) $ 3.36 10/01/2019 A 34,568 10/01/2019( 2 ) 02/07/2024 Common Stock 34,568 $ 0 34,568 D Stock Option (right to buy) $ 5.31 10/01/2019 A 15,715 10/01/2019( 3 ) 08/05/2024 Common Stock 15,715 $ 0 15,715 D Stock Option (right to buy) $ 7.42 10/01/2019 A 6,286 ( 4 ) 05/27/2025 Common Stock 6,286 $ 0 6,286 D Stock Option (right to buy) $ 6.1 10/01/2019 A 12,572 ( 5 ) 10/26/2026 Common Stock 12,572 $ 0 12,572 D Stock Option (right to buy) $ 3.84 10/01/2019 A 8,926 ( 6 ) 05/26/2026 Common Stock 8,926 $ 0 8,926 D Stock Option (right to buy) $ 4.54 10/01/2019 A 8,926 ( 7 ) 05/25/2027 Common Stock 8,926 $ 0 8,926 D Stock Option (right to buy) $ 6.16 10/01/2019 A 17,853 ( 8 ) 05/31/2028 Common Stock 17,853 $ 0 17,853 D Stock Option (right to buy) $ 15.09 10/01/2019 A 77,000 ( 9 ) 10/01/2029 Common Stock 77,000 $ 0 77,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gochnour John J C/O THE PENNANT GROUP, INC. 1675 EAST RIVERSIDE DRIVE, SUITE 150 EAGLE, ID83616 Chief Operating Officer Signatures /s/ Derek J. Bunker, as attorney-in-fact 10/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock received in the October 1, 2019 pro rata distribution of shares of The Pennant Group, Inc. (the "Registrant") by The Ensign Group, Inc. to its stockholders (the "Spin-off") and shares of Cornerstone Healthcare, Inc. converted into shares of the Registrant pursuant to the merger of Cornerstone Merger Sub, Inc., a wholly-owned subsidiary of the Registrant, with and into Cornerstone Healthcare, Inc., with Cornerstone Healthcare, Inc. as the surviving corporation, in connection with the Spin-off. ( 2 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. The options have vested. ( 3 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. The options have vested. ( 4 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. 5,029 of these options have vested. 1,257 of these options will vest on May 27, 2020. ( 5 )Options assumed on October 1, 2019 by the Registrant under The Ensign Group, Inc. 2007 Omnibus Incentive Plan as a result of the Spin-off. 5,030 of these options have vested. 2,514 of these options will vest on October 26, 2019, 2,514 of these options will vest on October 26, 2020 and 2,514 of these options will vest on October 26, 2021. ( 6 )Options assumed on October 1, 2019 by the Registrant under the Cornerstone Healthcare, Inc. 2016 Omnibus Incentive Plan. 5,356 of these options have vested. 1,785 will vest on May 26, 2020 and 1,785 will vest on May 26, 2021. ( 7 )Options assumed on October 1, 2019 by the Registrant under the Cornerstone Healthcare, Inc. 2016 Omnibus Incentive Plan. 3,571 of these options have vested. 1,785 will vest on May 25, 2020, 1,785 will vest on May 25, 2021 and 1,785 will vest on May 25, 2022. ( 8 )Options assumed on October 1, 2019 by the Registrant under the Cornerstone Healthcare, Inc. 2016 Omnibus Incentive Plan. 3,571 of these options have vested. 3,571 will vest on May 31, 2020, 3,571 will vest on May 31, 2021, 3,570 will vest on May 31, 2022 and 3,570 will vest on May 31, 2023. ( 9 )Options granted on October 1, 2019 under The Pennant Group, Inc. 2019 Omnibus Incentive Plan. The options vest in five equal annual installments beginning on the first anniversary of the date of the grant.

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