SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Young Stephen Scott

(Last)

(First)

(Middle)

C/O GENESIS HEALTHCARE, INC.

(Street)

101 E. STATE STREET

19348

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2015

3. Issuer Name and Ticker or Trading Symbol
Genesis Healthcare, Inc. [ GEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.001 par value per share	69,389	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Units of FC-GEN Operations Investment, LLC	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value per share	87,196	⁽¹⁾	D
Class C Common Stock, $0.001 par value per share	⁽²⁾	⁽²⁾	Class A Common Stock, $0.001 par value per share	15⁽²⁾	⁽²⁾	D

Explanation of Responses:

1. Each Class A Common Unit of FC-GEN Operations Investment, LLC ( an "OP Unit") is exchangeable, pursuant to the terms and subject to the limitations of the limited liability company operating agreement of FC-GEN Operations Investment, LLC and subject to certain adjustments, for one share of Class A Common Stock of the Issuer (a "Class A Share").

2. Represents shares of Class C Common Stock of the Issuer on an as-converted basis. Concurrently with the exchange of an OP Unit as described in footnote 1, subject to certain adjustments, one share of Class C Common Stock of the Issuer held by the holder of such OP Unit will automatically convert into 0.000174145 Class A Shares.

Remarks:

Officer: VP, Corporate Controller

	/s/ Michael Sherman, as Attorney-in-Fact for Stephen Scott Young	02/12/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.