Filing Details

Accession Number:
0001104659-18-046258
Form Type:
13G Filing
Publication Date:
2018-07-20 14:44:55
Filed By:
Lebowitz Steven D
Company:
Genesis Healthcare Inc. (NYSE:GEN)
Filing Date:
2018-07-20
SEC Url:
13G 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
Steven D. Lebowitz 560,000 4,912,863 560,000 4,912,863 5,472,863 5.5%
Deborah P. Lebowitz 0 4,912,863 0 4,912,863 4,912,863 5.0%
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%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

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 20, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 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)

o

 

 

(b)

x

 

 

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
4,912,863(1) (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,472,863(1) (2) (3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.5%(4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)         The number of shares reported as beneficially owned as of July 13, 2018.

 

(2)         This number includes shares held by (a) The Lebowitz Family Stock, LLC, a limited liability company of which Mr. Lebowitz is the sole manager, and (b) Lebowitz RCT, L.P., a limited partnership whose general partners (Lebowitz RCT, Inc.) sole director is Mr. Lebowitz.

 

(3)         This number includes shares held by the Lebowitz Family Trust 1986, dated October 7, 1986, as amended (the Trust), a revocable living trust over which Mr. Lebowitz serves as a co-trustee.

 

(4)         As of the date of this filing, based on 99,001,650 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 May 9, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the U.S. Securities and Exchange Commission on May 10, 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)

o

 

 

(b)

x

 

 

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)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%(3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)         The number of shares reported as beneficially owned as of July 13, 2018.

 

(2)         This number includes shares held by the Trust, a trust over which Mrs. Lebowitz serves as a co-trustee.

 

(3)         As of the date of this filing, based on 99,001,650 shares of Class A Common Stock outstanding as of May 9, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the U.S. Securities and Exchange Commission on May 10, 2018.

 

3


 

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)

o

 

 

(b)

x

 

 

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)  o

 

 

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 July 13, 2018.

 

(2)         As of the date of this filing, based on 99,001,650 shares of Class A Common Stock outstanding as of May 9, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the U.S. Securities and Exchange Commission on May 10, 2018.

 

4


 

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)

o

 

 

(b)

x

 

 

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)  o

 

 

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 July 13, 2018.

 

(2)         As of the date of this filing, based on 99,001,650 shares of Class A Common Stock outstanding as of May 9, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the U.S. Securities and Exchange Commission on May 10, 2018.

 

5


 

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)

o

 

 

(b)

x

 

 

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)  o

 

 

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 July 13, 2018.

 

(2)         As of the date of this filing, based on 99,001,650 shares of Class A Common Stock outstanding as of May 9, 2018, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the U.S. Securities and Exchange Commission on May 10, 2018.

 

6


 

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

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

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J);

 

(k)

o

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:____________________________

 

7


 

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: 5,472,863

Deborah P. Lebowitz: 4,912,863

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: 5.5%

Deborah P. Lebowitz: 5.0%

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

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

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

The Lebowitz Family Stock, LLC: 0

Lebowitz RCT, L.P.: 0

Lebowitz RCT, Inc.: 0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Steven D. Lebowitz: 4,912,863

Deborah P. Lebowitz: 4,912,863

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   o.

 

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

 

8


 

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.

 

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

 

 

 

 

 

By:

/s/ Andrew Collins

 

 

Andrew Collins, Attorney-In-Fact

 

 

 

 

 

Deborah P. Lebowitz

 

 

 

 

 

By:

/s/ Andrew Collins

 

 

Andrew Collins, Attorney-In-Fact

 

 

 

 

 

The Lebowitz Family Stock, LLC

 

 

 

 

 

By:

/s/ Andrew Collins

 

 

Andrew Collins, Attorney-In-Fact

 

 

 

 

 

Lebowitz RCT, L.P.

 

 

 

 

 

By:

/s/ Andrew Collins

 

 

Andrew Collins, Attorney-In-Fact

 

 

 

 

 

Lebowitz RCT, Inc.

 

 

 

 

 

By:

/s/ Andrew Collins

 

 

Andrew Collins, Attorney-In-Fact

 

 

 

 

 

Date:  July 19, 2018

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

9


 

Exhibit List

 

Exhibit A.                                          Joint Filing Agreement.

 

Exhibit B.                                          Item 8 Statement.

 

Exhibit C.                                          Power of Attorney.

 

10