Filing Details
- Accession Number:
- 0001193125-19-029859
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-06 20:10:04
- Filed By:
- Lebowitz Steven D
- Company:
- Genesis Healthcare Inc. (NYSE:GEN)
- Filing Date:
- 2019-02-07
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Steven D. Lebowitz | 560,000 | 4,912,863 | 560,000 | 5,202,863 | 5,762,863 | 5.7% |
Deborah P. Lebowitz | 0 | 4,912,863 | 0 | 4,912,863 | 4,912,863 | 4.9% |
David Lebowitz | 0 | 125,000 | 0 | 125,000 | 125,000 | 0.1% |
Amanda Lebowitz | 0 | 125,000 | 0 | 125,000 | 125,000 | 0.1% |
Andrew Lebowitz | 0 | 165,000 | 0 | 165,000 | 165,000 | 0.2% |
Ashley Lebowitz | 0 | 165,000 | 0 | 165,000 | 165,000 | 0.2% |
The Lebowitz Family Stock | 0 | 200,000 | 0 | 200,000 | 200,000 | 0.2% |
Lebowitz RCT | 0 | 360,000 | 0 | 360,000 | 360,000 | 0.4% |
Lebowitz RCT,Inc | 0 | 360,000 | 0 | 360,000 | 360,000 | 0.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Genesis Healthcare, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
37185X 106
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Steven D. Lebowitz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
560,000(1)(2) | ||||
6. | Shared Voting Power
4,912,863(1)(3) | |||||
7. | Sole Dispositive Power
560,000(1)(2) | |||||
8. | Shared Dispositive Power
5,202,863(1)(4) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,762,863(1)(2)(4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
5.7%(5) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | This number includes shares held by (a) The Lebowitz Family Stock, LLC, a limited liability company of which Steven D. Lebowitz is the sole manager, and (b) Lebowitz RCT, L.P., a limited partnership whose general partners (Lebowitz RCT, Inc.) sole director is Steven D. Lebowitz. |
(3) | This number includes shares held by the Lebowitz Family Trust 1986, dated October 7, 1986, as amended (the LF Trust), a trust over which Steven D. Lebowitz serves as a co-trustee. |
(4) | This number includes (a) shares held by the LF Trust, (b) shares held by A&A Lebowitz Family Trust (the AA Trust) and (c) shares held jointly by David Lebowitz and Amanda Lebowitz. |
(5) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock, par value $0.001 per share (Class A Common Stock), of Genesis Healthcare, Inc. (the Issuer) outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
2
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Deborah P. Lebowitz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,912,863(1)(2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,912,863(1)(2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,912,863(1)(2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
4.9%(3) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | This number includes shares held by the LF Trust, a trust over which Deborah P. Lebowitz serves as a co-trustee. |
(3) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
3
CUSIP No. 37185X 106
1. | Names of Reporting Persons
David Lebowitz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
125,000(1)(2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
125,000(1)(2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
125,000(1)(2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1%(3) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | This number includes shares held jointly by David Lebowitz and Amanda Lebowitz. |
(3) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
4
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Amanda Lebowitz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
125,000(1)(2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
125,000(1)(2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
125,000(1)(2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1%(3) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | This number includes shares held jointly by David Lebowitz and Amanda Lebowitz. |
(3) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
5
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Andrew Lebowitz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
165,000(1)(2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
165,000(1)(2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
165,000(1)(2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2%(3) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | This number includes shares held by the AA Trust, a trust over which Andrew Lebowitz serves as a co-trustee. |
(3) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
6
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Ashley Lebowitz | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
165,000(1)(2) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
165,000(1)(2) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
165,000(1)(2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2%(3) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | This number includes shares held by the AA Trust, a trust over which Ashley Lebowitz serves as a co-trustee. |
(3) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
7
CUSIP No. 37185X 106
1. | Names of Reporting Persons
The Lebowitz Family Stock, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
200,000(1) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
200,000(1) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
200,000(1) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2%(2) | |||||
12. | Type of Reporting Person (See Instructions)
OO |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
8
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Lebowitz RCT, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
360,000(1) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
360,000(1) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
360,000(1) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.4%(2) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
9
CUSIP No. 37185X 106
1. | Names of Reporting Persons
Lebowitz RCT,Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
360,000(1) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
360,000(1) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
360,000(1) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.4%(2) | |||||
12. | Type of Reporting Person (See Instructions)
CO |
(1) | The number of shares reported as beneficially owned as of December 31, 2018. |
(2) | As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018. |
10
Item 1.
(a) | Name of Issuer |
Genesis Healthcare, Inc.
(b) | Address of Issuers Principal Executive Offices |
101 East State Street
Kennett Square, Pennsylvania 19348
Item 2.
(a) | Name of Person Filing |
Steven D. Lebowitz
Deborah P. Lebowitz
David Lebowitz
Amanda Lebowitz
Andrew Lebowitz
Ashley Lebowitz
The Lebowitz Family Stock, LLC
Lebowitz RCT, L.P.
Lebowitz RCT, Inc.
(b) | Address of Principal Business Office or, if none, Residence |
1333 Second Street, Suite 650
Santa Monica, CA 90401
(c) | Citizenship |
Steven D. Lebowitz United States
Deborah P. Lebowitz United States
David Lebowitz United States
Amanda Lebowitz United States
Andrew Lebowitz United States
Ashley Lebowitz United States
The Lebowitz Family Stock, LLC Delaware
Lebowitz RCT, L.P. California
Lebowitz RCT, Inc. California
(d) | Title of Class of Securities |
Class A Common Stock, par value $0.001 per share
(e) | CUSIP Number |
37185X 106
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ☐ | A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J); | ||
(k) | ☐ | Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
11
Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) | Amount beneficially owned: |
Steven D. Lebowitz: 5,762,863
Deborah P. Lebowitz: 4,912,863
David Lebowitz: 125,000
Amanda Lebowitz: 125,000
Andrew Lebowitz: 165,000
Ashley Lebowitz: 165,000
The Lebowitz Family Stock, LLC: 200,000
Lebowitz RCT, L.P.: 360,000
Lebowitz RCT, Inc.: 360,000
(b) | Percent of class: |
Steven D. Lebowitz: 5.7%
Deborah P. Lebowitz: 4.9%
David Lebowitz: 0.1%
Amanda Lebowitz: 0.1%
Andrew Lebowitz: 0.2%
Ashley Lebowitz: 0.2%
The Lebowitz Family Stock, LLC: 0.2%
Lebowitz RCT, L.P.: 0.4%
Lebowitz RCT, Inc.: 0.4%
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote |
Steven D. Lebowitz: 560,000
Deborah P. Lebowitz: 0
David Lebowitz: 0
Amanda Lebowitz: 0
Andrew Lebowitz: 0
Ashley Lebowitz: 0
The Lebowitz Family Stock, LLC: 0
Lebowitz RCT, L.P.: 0
Lebowitz RCT, Inc.: 0
(ii) | Shared power to vote or to direct the vote |
Steven D. Lebowitz: 4,912,863
Deborah P. Lebowitz: 4,912,863
David Lebowitz: 125,000
Amanda Lebowitz: 125,000
Andrew Lebowitz: 165,000
Ashley Lebowitz: 165,000
The Lebowitz Family Stock, LLC: 200,000
Lebowitz RCT, L.P.: 360,000
Lebowitz RCT, Inc.: 360,000
(iii) | Sole power to dispose or to direct the disposition of |
Steven D. Lebowitz: 560,000
Deborah P. Lebowitz: 0
David Lebowitz: 0
Amanda Lebowitz: 0
Andrew Lebowitz: 0
Ashley Lebowitz: 0
The Lebowitz Family Stock, LLC: 0
Lebowitz RCT, L.P.: 0
Lebowitz RCT, Inc.: 0
12
(iv) | Shared power to dispose or to direct the disposition of |
Steven D. Lebowitz: 5,202,863
Deborah P. Lebowitz: 4,912,863
David Lebowitz: 125,000
Amanda Lebowitz: 125,000
Andrew Lebowitz: 165,000
Ashley Lebowitz: 165,000
The Lebowitz Family Stock, LLC: 200,000
Lebowitz RCT, L.P.: 360,000
Lebowitz RCT, Inc.: 360,000
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
N/A
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
N/A
Item 8. | Identification and Classification of Members of the Group |
See Exhibit B.
Item 9. | Notice of Dissolution of Group |
N/A
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a11.
13
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Steven D. Lebowitz | David Lebowitz | |||||||
By: | /s/ Andrew Collins | By: | /s/ Andrew Collins | |||||
Andrew Collins, Attorney-In-Fact | Andrew Collins, Attorney-In-Fact | |||||||
Deborah P. Lebowitz | Amanda Lebowitz | |||||||
By: | /s/ Andrew Collins | By: | /s/ Andrew Collins | |||||
Andrew Collins, Attorney-In-Fact | Andrew Collins, Attorney-In-Fact | |||||||
The Lebowitz Family Stock, LLC | Andrew Lebowitz | |||||||
By: | /s/ Andrew Collins | By: | /s/ Andrew Collins | |||||
Andrew Collins, Attorney-In-Fact | Andrew Collins, Attorney-In-Fact | |||||||
Lebowitz RCT, L.P. | Ashley Lebowitz | |||||||
By: | /s/ Andrew Collins | By: | /s/ Andrew Collins | |||||
Andrew Collins, Attorney-In-Fact | Andrew Collins, Attorney-In-Fact | |||||||
Lebowitz RCT, Inc. | ||||||||
By: | /s/ Andrew Collins | |||||||
Andrew Collins, Attorney-In-Fact |
Date: February 6, 2019
ATTENTION |
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
14
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney.
15