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Filing Details

Accession Number:: 0000895345-16-000514
Form Type:: 13D Filing
Publication Date:: 2016-07-18 15:56:54

Filed By:: Fishman Steven E.
Company:: Genesis Healthcare Inc. (NYSE:GEN)
Filing Date:: 2016-07-18
SEC Url:: 13D Filing

Ownership Summary

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
HCCF Management Group, Inc	0	93,692,436	0	3,293,272	93,692,436	71.2%
HCCF Management Group XI	0	93,692,436	0	22,669,374	93,692,436	71.2%
FC Profit Sharing	0	93,692,436	0	1,646,829	93,692,436	71.2%
Arnold Whitman	0	93,692,436	31,302	27,609,475	93,692,436	71.2%
Senior Care Genesis	0	93,692,436	0	11,795,171	93,692,436	71.2%
David Reis	19,802	11,795,171	19,802	11,795,171	11,795,171	14.4%
OpCo Rok	0	93,692,436	0	1,191,953	93,692,436	71.2%
ZAC Properties XI	0	93,692,436	0	13,027,175	93,692,436	71.2%
Steven Fishman	0	93,692,436	3,304,608	14,674,004	93,692,436	71.2%
George V. Hager, Jr	0	93,692,436	2,060,140	0	93,692,436	71.2%
Robert and Debra F. Hartman Family Trust	0	93,692,436	0	800,431	93,692,436	71.2%
Midway Gen Capital	0	93,692,436	0	3,908,412	93,692,436	71.2%
Robert Hartman	0	93,692,436	19,802	3,908,412	93,692,436	71.2%
Biret Operating	0	93,692,436	0	565,721	93,692,436	71.2%
Grandview Investors	0	93,692,436	0	207,740	93,692,436	71.2%
Max Moxi	0	93,692,436	0	223,083	93,692,436	71.2%
GRFC Gazelle	0	93,692,436	0	456,877	93,692,436	71.2%
Gazelle Riverside	0	93,692,436	0	1,136,024	93,692,436	71.2%
Gazelle Light	0	93,692,436	0	2,311,099	93,692,436	71.2%
Gazelle Herne Hill	0	93,692,436	0	446,112	93,692,436	71.2%
L Gen Associates	0	93,692,436	0	3,108,181	93,692,436	71.2%
Gazelle Sing	0	93,692,436	0	2,486,517	93,692,436	71.2%
Gazelle Costa Brazil	0	93,692,436	0	621,664	93,692,436	71.2%
Dreyk	0	93,692,436	0	3,374,991	93,692,436	71.2%
GHC Class B	0	93,692,436	0	1,629,533	93,692,436	71.2%
Sing Investments	0	93,692,436	0	74,142	93,692,436	71.2%
Larts Investments	0	93,692,436	0	74,142	93,692,436	71.2%
Isaac Neuberger	0	16,715,826	0	16,715,826	16,715,826	20.8%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

Steven Fishman

c/o Formation Capital, LLC

1671 JFK Boulevard, Suite 545

Philadelphia, PA 19103

(267) 763-5000

Copy to:

Michael Sherman

Genesis Healthcare, Inc.

101 East State Street

Kennett Square, PA 19348

(610) 444-6350

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 7, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's 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 on 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 HCCF Management Group, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Georgia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			3,293,272⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. HCCF Management Group, Inc. may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 1,003,512 shares of the Issuer's Class A Common Stock, 2,289,361 shares of the Issuer's Class C Common Stock and 2,289,361 OP Units, on an as-converted, as-exchanged basis, held by HCCF Management Group, Inc.

(3) Based upon information provided by the Issuer as of May 9, 2016, reflecting 131,509,150 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer's Class C Common Stock held by the parties to the Voting Agreement and exchange of all OP Units held by the parties to the Voting Agreement.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS HCCF Management Group XI, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			22,669,374⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. HCCF Management Group XI, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 6,937,750 shares of the Issuer's Class A Common Stock, 15,728,885 shares of the Issuer's Class C Common Stock and 15,728,885 OP Units, on an as-converted, as-exchanged basis, held by HCCF Management Group XI, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS FC Profit Sharing, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,646,829⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. FC Profit Sharing, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 501,815 shares of the Issuer's Class A Common Stock, 1,144,815 shares of the Issuer's Class C Common Stock and 1,144,815 OP Units, on an as-converted, as-exchanged basis, held by FC Profit Sharing, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Arnold Whitman
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			31,302⁽²⁾

		10	SHARED DISPOSITIVE POWER
			27,609,475⁽³⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽⁴⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Whitman may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 31,302 shares of the Issuer's Class A Common Stock held by Mr. Whitman.

(3) Represents (i) 501,815 shares of the Issuer's Class A Common Stock, 1,144,815 shares of the Issuer's Class C Common Stock and 1,144,815 OP Units on an as-converted, as-exchanged basis, owned by FC Profit Sharing, LLC, (ii) 6,937,750 shares of the Issuer's Class A Common Stock, 15,728,885 shares of the Issuer's Class C Common Stock and 15,728,885 OP Units on an as-converted, as-exchanged basis, owned by HCCF Management Group XI, LLC and (iii) 1,003,512 shares of the Issuer's Class A Common Stock, 2,289,361 shares of the Issuer's Class C Common Stock and 2,289,361 OP Units, on an as-converted, as-exchanged basis, owned by HCCF Management Group, Inc. FC Profit Sharing, LLC is ultimately controlled by Formation Capital, LLC, of which Mr. Whitman is an executive officer. Mr. Whitman is the managing member of HCCF Management Group XI, LLC and the President of HCCF Management Group, Inc.

(4) Based upon information provided by the Issuer as of May 9, 2016, reflecting 131,509,150 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer's Class C Common Stock held by the parties to the Voting Agreement and exchange of all OP Units held by the parties to the Voting Agreement.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Senior Care Genesis, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			11,795,171⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Senior Care Genesis, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 3,594,174 shares of the Issuer's Class A Common Stock, 8,199,569 shares of the Issuer's Class C Common Stock and 8,199,569 OP Units, on an as-converted, as-exchanged basis, held by Senior Care Genesis, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS David Reis
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			19,802⁽¹⁾

		8	SHARED VOTING POWER
			11,795,171⁽²⁾

		9	SOLE DISPOSITIVE POWER
			19,802⁽¹⁾

		10	SHARED DISPOSITIVE POWER
			11,795,171⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,795,171⁽²⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 19,802 shares of the Issuer's Class A Common Stock (as defined in Item 1 below) owned by Mr. Reis.

(2) Represents 3,594,174 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 8,199,569 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 8,199,569 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis, owned by Senior Care Genesis, LLC. Mr. Reis is the managing member of Senior Care Development, LLC, the manager of Senior Care Genesis, LLC.

(3) Based upon information provided by the Issuer as of May 9, 2016, reflecting 81,794,729 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer's Class C Common Stock and exchange of all OP Units held by Senior Care Genesis, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS OpCo Rok, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,191,953⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. OpCo Rok, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 363,207 shares of the Issuer's Class A Common Stock, 828,602 shares of the Issuer's Class C Common Stock and 828,602 OP Units, on an as-converted, as-exchanged basis, held by OpCo Rok, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS ZAC Properties XI, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Virginia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			13,027,175⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. ZAC Properties XI, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 3,969,584 shares of the Issuer's Class A Common Stock, 9,056,014 shares of the Issuer's Class C Common Stock and 9,056,014 OP Units, on an as-converted, as-exchanged basis, held by ZAC Properties, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Steven Fishman
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			3,304,608⁽²⁾

		10	SHARED DISPOSITIVE POWER
			14,674,004⁽³⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽⁴⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Fishman may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 1,020,734 shares of the Issuer's Class A Common Stock, 2,283,476 shares of the Issuer's Class C Common Stock and 2,283,476 OP Units, on an as-converted, as-exchanged basis held by Mr. Fishman.

(3) Represents (i) 501,815 shares of the Issuer's Class A Common Stock, 1,144,815 shares of the Issuer's Class C Common Stock and 1,144,815 OP Units owned by FC Profit Sharing, LLC, and (ii) 3,969,584 shares of the Issuer's Class A Common Stock, 9,056,014 shares of the Issuer's Class C Common Stock and 9,056,014 OP Units owned by ZAC Properties XI, LLC, on an as-converted, as-exchanged basis. FC Profit Sharing, LLC is ultimately controlled by Formation Capital, LLC, of which Mr. Fishman is an executive officer. Mr. Fishman is the managing member of ZAC Properties XI, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS George V. Hager, Jr.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			2,060,140⁽²⁾

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Hager may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 1,167,582 shares of the Issuer's Class A Common Stock, 892,403 shares of the Issuer's Class C Common Stock and 892,403 OP Units on an as-converted, as-exchanged basis, held by Mr. Hager.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Robert and Debra F. Hartman Family Trust
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	IL

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			800,431⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. The Robert and Debra F. Hartman Family Trust may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 243,904 shares of the Issuer's Class A Common Stock, 556,430 shares of the Issuer's Class C Common Stock and 556,430 OP Units, on an as-converted, as-exchanged basis, held by the Robert and Debra F. Hartman Family Trust.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Midway Gen Capital, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			3,908,412⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Midway Gen Capital, LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 1,190,955 shares of the Issuer's Class A Common Stock, 2,716,984 shares of the Issuer's Class C Common Stock and 2,716,984 OP Units, on an as-converted, as-exchanged basis, held by Midway Gen Capital, LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Robert Hartman
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			19,802⁽²⁾

		10	SHARED DISPOSITIVE POWER
			3,908,412⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽⁴⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Mr. Hartman may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by him and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 19,802 shares of the Issuer's Class A Common Stock held by Mr. Hartman.

(3) Represents 1,190,955 shares of the Issuer's Class A Common Stock, 2,716,984 shares of the Issuer's Class C Common Stock and 2,716,984 OP Units, on an as-converted, as-exchanged basis, owned by Midway Gen Capital, LLC, of which Mr. Hartman is the manager.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Biret Operating LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			565,721⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Biret Operating LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 172,384 shares of the Issuer's Class A Common Stock, 393,269 shares of the Issuer's Class C Common Stock and 393,269 OP Units, on an as-converted, as-exchanged basis, held by Biret Operating LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Grandview Investors LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			207,740⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Grandview Investors LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 63,302 shares of the Issuer's Class A Common Stock, 144,413 shares of the Issuer's Class C Common Stock and 144,413 OP Units, on an as-converted, as-exchanged basis, held by Grandview Investors LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Max Moxi LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	NY

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			223,083⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Max Moxi LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 67,977 shares of the Issuer's Class A Common Stock, 155,079 shares of the Issuer's Class C Common Stock and 155,079 OP Units, on an as-converted, as-exchanged basis, held by Max Moxi LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS GRFC Gazelle LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			456,877⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. GRFC Gazelle LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 139,218 shares of the Issuer's Class A Common Stock, 317,604 shares of the Issuer's Class C Common Stock and 317,604 OP Units, on an as-converted, as-exchanged basis, held by GRFC Gazelle LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Gazelle Riverside LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,136,024⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Riverside LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 346,164 shares of the Issuer's Class A Common Stock, 789,722 shares of the Issuer's Class C Common Stock and 789,722 OP Units, on an as-converted, as-exchanged basis, held by Gazelle Riverside LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Gazelle Light LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2,311,099⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Light LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 704,228 shares of the Issuer's Class A Common Stock, 1,606,591 shares of the Issuer's Class C Common Stock and 1,606,591 OP Units, on an as-converted, as-exchanged basis, held by Gazelle Light LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Gazelle Herne Hill LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			446,112⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Herne Hill LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 446,112 shares of the Issuer's Class A Common Stock held by Gazelle Herne Hill LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS L Gen Associates
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			3,108,181⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. L Gen Associates may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 3,108,181 shares of the Issuer's Class A Common Stock held by L Gen Associates.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Gazelle Sing LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2,486,517⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Sing LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 2,486,517 shares of the Issuer's Class A Common Stock held by Gazelle Sing LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Gazelle Costa Brazil LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			621,664⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Gazelle Costa Brazil LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 621,664 shares of the Issuer's Class A Common Stock held by Gazelle Costa Brazil LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Dreyk LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			3,374,991⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Dreyk LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 1,028,413 shares of the Issuer's Class A Common Stock, 2,346,169 shares of the Issuer's Class C Common Stock and 2,346,169 OP Units, on an as-converted, as-exchanged basis, held by Dreyk LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS GHC Class B LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,629,533⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. GHC Class B LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 779,766 shares of the Issuer's Class A Common Stock, 849,619 shares of the Issuer's Class C Common Stock and 849,619 OP Units, on an as-converted, as-exchanged basis, held by GHC Class B LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Sing Investments LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			74,142⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Sing Investments LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 74,142 shares of the Issuer's Class A Common Stock held by Sing Investments LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Larts Investments LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			93,692,436⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			74,142⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,692,436⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.2%⁽³⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 35,777,018 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 57,905,336 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 57,905,336 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis. Larts Investments LLC may be deemed by a Rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement described in Item 6 below with respect to the shares of common stock of the Issuer held by it and the other parties to such Voting Agreement. The Class A Common Shares over which the Reporting Person may be deemed to have shared voting power are comprised of (i) 35,777,018 shares of the Issuer's Class A Common Stock that are subject to the Voting Agreement, (ii) 57,905,336 shares of the Issuer's Class C Common Stock that are subject to the Voting Agreement on the assumption that such shares of Class C Common Stock have converted to shares of Class A Common Stock at a ratio of 0.000174115 to one and (iii) 57,905,336 OP Units on the assumption that each such OP Unit has been exchanged for one share of Class A Common Stock. For further detail, see the disclosure below under the caption "Voting Agreement" within Item 6 of this Schedule 13D.

(2) Represents 74,142 shares of the Issuer's Class A Common Stock held by Larts Investments LLC.

CUSIP No. 37185X 106

1	NAMES OF REPORTING PERSONS Isaac Neuberger
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			16,715,826⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			16,715,826⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,715,826⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.8%⁽²⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents (i) 172,384 shares of the Issuer's Class A Common Stock (as defined in Item 1 below), 393,269 shares of the Issuer's Class C Common Stock (as defined in Item 1 below) and 393,269 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis, owned by Biret Operating LLC, of which Mr. Neuberger is the manager, (ii) 63,302 shares of the Issuer's Class A Common Stock, 144,413 shares of the Issuer's Class C Common Stock and 144,413 OP Units, on an as-converted, as-exchanged basis, owned by Grandview Investors LLC, of which Mr. Neuberger is the manager, (iii) 67,977 shares of the Issuer's Class A Common Stock, 155,079 shares of the Issuer's Class C Common Stock and 155,079 OP Units, on an as-converted, as-exchanged basis, owned by Max Moxi LLC, of which Mr. Neuberger is the manager, (iv) 139,218 shares of the Issuer's Class A Common Stock, 317,604 shares of the Issuer's Class C Common Stock and 317,604 OP Units, on an as-converted, as-exchanged basis, owned by GRFC Gazelle LLC, of which Mr. Neuberger is the manager, (v) 346,164 shares of the Issuer's Class A Common Stock, 789,722 shares of the Issuer's Class C Common Stock and 789,722 OP Units, on an as-converted, as-exchanged basis, owned by Gazelle Riverside LLC, of which Mr. Neuberger is the manager, (vi) 704,228 shares of the Issuer's Class A Common Stock, 1,606,591 shares of the Issuer's Class C Common Stock and 1,606,591 OP Units, on an as-converted, as-exchanged basis, owned by Gazelle Light LLC, of which Mr. Neuberger is the manager, (vii) 446,112 shares of the Issuer's Class A Common Stock owned by Gazelle Herne Hill LLC, of which Mr. Neuberger is the manager, (viii) 3,108,181 shares of the Issuer's Class A Common Stock owned by L Gen Associates, of which Mr. Neuberger is the manager, (ix) 2,486,517 shares of the Issuer's Class A Common Stock owned by Gazelle Sing LLC, of which Mr. Neuberger is the manager, (x) 621,644 shares of the Issuer's Class A Common Stock owned by Gazelle Costa Brazil LLC, of which Mr. Neuberger is the manager, (xi) 1,028,413 shares of the Issuer's Class A Common Stock, 2,346,169 shares of the Issuer's Class C Common Stock and 2,346,169 OP Units, on an as-converted, as-exchanged basis, owned by Dreyk LLC, of which Mr. Neuberger is the manager, (xii) 779,766 shares of the Issuer's Class A Common Stock, 849,619 shares of the Issuer's Class C Common Stock and 849,619 OP Units, on an as-converted, as-exchanged basis, owned by GHC Class B LLC, of which Mr. Neuberger is the manager, (xiii) 74,142 shares of the Issuer's Class A Common Stock owned by Sing Investments LLC, of which Mr. Neuberger is the manager, and (xiv) 74,142 shares of the Issuer's Class A Common Stock owned by Larts Investments LLC, of which Mr. Neuberger is the manager.

(2) Based upon information provided by the Issuer as of May 9, 2016, reflecting 80,197,348 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer's Class C Common Stock and exchange of all OP Units held by Biret Operating LLC, Grandview Investors LLC, Max Moxi LLC, GRFC Gazelle LLC, Gazelle Riverside LLC, Gazelle Light LLC, Gazelle Herne Hill LLC, L Gen Associates, Gazelle Sing LLC, Gazelle Costa Brazil LLC, Dreyk LLC, GHC Class B LLC, Sing Investments LLC and Larts Investments LLC.

This Amendment No. 2 on Schedule 13D (this "Amendment") amends the Schedule 13D dated February 12, 2015, filed on behalf of the Reporting Persons as set forth therein with respect to beneficial ownership of shares of Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.) as amended to date (the "Schedule 13D"). The purpose of the Amendment is to reflect certain changes in the holdings of the Reporting Persons.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. All capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D.

Item 2.

Item 2(b) of the Schedule 13D is hereby amended by replacing the addresses for the following Reporting Persons or Instruction C Persons, as applicable, with the information set forth immediately below:

HCCF, Inc.	One Alliance Center
	3500 Lenox Road NE, Suite 510
	Atlanta, GA 30326

HCCF XI	One Alliance Center
	3500 Lenox Road NE, Suite 510
	Atlanta, GA 30326

FC Profit	One Alliance Center
	3500 Lenox Road NE, Suite 510
	Atlanta, GA 30326

Mr. Whitman	One Alliance Center
	3500 Lenox Road NE, Suite 510
	Atlanta, GA 30326

Mr. Fishman	One Alliance Center
	1671 JFK Boulevard, Suite 545
	Philadelphia, PA 19103

Formation	One Alliance Center
	3500 Lenox Road NE, Suite 510
	Atlanta, GA 30326

Mr. Beckwith	One Alliance Center
	3500 Lenox Road NE, Suite 510
	Atlanta, GA 30326

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following:

In November and December of 2015, members of the management of the Issuer who have granted proxies to Mr. Hager purchased a total of 30,000 shares of the Issuer's Class A Common Stock for $130,260.00 from personal funds.

On November 19, 2015, HCCF Management Group XI, LLC purchased 43,200 shares of the Issuer's Class A Common Stock for $196,214.40 from funds on hand.

In January and February of 2016, a holder of shares of the Issuer who has granted a proxy to Mr. Hartman purchased a total of 100,000 shares of the Issuer's Class A Common Stock for a total of $232,779.55 from personal funds.

In January of 2016, a holder of shares of the Issuer who has granted a proxy to Mr. Hartman purchased a total of approximately 4,000 shares of the Issuer's Class A Common Stock for a total of approximately $13,000.00 from personal funds.

On June 3, 2016, restricted stock units held by the Reporting Persons or members of management of the Issuer who have granted proxies to Mr. Hager corresponding to 172,993 shares of the Issuer's Class A Common Stock became vested (net of shares concurrently sold to satisfy obligations relating to withholding taxes where applicable).

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b). The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by reference. Because the Reporting Persons are parties to the Voting Agreement described in Item 6, each Reporting Person is deemed by Rule 13d-5(b)(1) of the Exchange Act to be the beneficial owner of all shares of the Issuer's Class A Common Stock and Class C Common Stock beneficially owned by each party to the Voting Agreement. Therefore, as a result of such Rule, each Reporting Person may be deemed to have shared voting power over all of the 35,777,018 shares of the Issuer's Class A Common Stock and 57,905,336 shares of Class C Common Stock subject to the Voting Agreement. In addition, if the 57,905,336 OP units beneficially owned by the members of the Voting Group were to be exchanged for shares of the Issuer's Class A Common Stock as described in Item 1 above, such shares of Class A Common Stock would also be subject to the Voting Agreement. The Shares of Class A Common Stock beneficially owned by the parties to the Voting Agreement represent approximately 48.6% of the outstanding Class A Common Stock of the Issuer and the shares of Class C Common Stock held by the parties to the Voting Agreement represent approximately 89.8% of the outstanding Class C Common Stock of the Issuer. The shares of Class A Common Stock, Class C Common Stock and OP units beneficially owned by the parties to the Voting Agreement represent approximately 61.0% of the outstanding shares of the Issuer's Class A Common Stock on a fully as-converted and as-exchanged basis, and approximately 61.0% of the voting power of the Issuer. Included in the shares subject to the Voting Agreement are (i) 883,752 shares of the Issuer's Class A Common Stock and 1,778,888 shares of the Issuer's Class C Common Stock with respect to which Robert Hartman currently holds proxies and (ii) 4,736,735 shares of the Issuer's Class A Common Stock and 5,827,443 shares of the Issuer's Class C Common Stock with respect to which Mr. Hager currently holds proxies granted by members of management of the Issuer.

(c) Except as described above and as follows, the Reporting Persons have not engaged in any transactions with respect to the Issuer's Class A Common Stock in the past 60 days:

Effective as of July 7, 2016, Senior Care Genesis, LLC transferred 771,606 shares of the Issuer's Class A Common Stock, 1,760,305 shares of the Issuer's Class C Common Stock and 1,760,305 OP Units pursuant to a Marital Settlement Agreement to which Mr. Reis is a party.

(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's Class A Common Stock.

(e) Not applicable.

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.

Dated: July 18, 2016

	HCCF MANAGEMENT GROUP XI, LLC

	By:	/s/Arnold Whitman
		Name: Arnold Whitman
		Title: Sole Member

	HCCF MANAGEMENT GROUP, INC.

	By:	/s/ Arnold Whitman
		Name: Arnold Whitman
		Title: President


		/s/Arnold Whitman
		Arnold Whitman

	ZAC PROPERTIES XI, LLC

	By:	/s/ Steven Fishman
		Name: Steven Fishman
		Title: Managing Member

	FC PROFIT SHARING, LLC

	By:	Formation Capital, LLC, its sole member

	By:	/s/ Steven Fishman
		Name: Steven Fishman
		Title: President


		/s/ Steven Fishman
		Steven Fishman

	BIRET OPERATING LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GRANDVIEW INVESTORS LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	MAX MOXI LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GRFC GAZELLE LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GAZELLE RIVERSIDE LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GAZELLE LIGHT LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GAZELLE HERNE HILL LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	L GEN ASSOCIATES

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GAZELLE SING LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GAZELLE COSTA BRAZIL LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	DREYK LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	GHC CLASS B LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	SING INVESTMENTS LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager

	LARTS INVESTMENTS LLC

	By:	/s/Isaac Neuberger
		Name: Isaac Neuberger
		Title: Manager



		/s/Isaac Neuberger
		Name: Isaac Neuberger

	OPCO ROK LLC

	By: LFRI GEN, LLC, its managing member

	By:	/s/ Samuel Rieder
		Name: Samuel Rieder
		Title: Director



		/s/ George Hager
		George Hager

	SENIOR CARE GENESIS, LLC

	By: Senior Care Development, LLC, its manager

	By:	/s/ David Reis
		Name: David Reis
		Title: Managing Member


		/s/ David Reis
		David Reis

	MIDWAY GEN CAPITAL, LLC

	By:	/s/ Robert Hartman
		Name: Robert Hartman
		Title: Manager


		/s/ Robert Hartman
		Robert Hartman

	ROBERT AND DEBRA F. HARTMAN FAMILY TRUST

	By:	/s/ Debra F. Hartman
		Name: Debra F. Hartman
		Title: Trustee