X0202 4 2007-07-13 1 0001236736 GENESIS HEALTHCARE CORP GHCI 0001220411 PELL RICHARD JR 101 E. STATE ST. KENNETT SQUARE PA 19348 0 1 0 0 Sr. VP Admin. Common Stock 2007-07-13 4 D 0 7057 69.35 D 0 D Stock Units 2007-07-13 4 D 0 11544 D Common Stock 11544 0 D Stock Option (right to buy) 21.95 2007-07-13 4 D 0 3332 D 2014-02-04 Common Stock 3332 0 D Stock Option (right to buy) 25.87 2007-07-13 4 D 0 4000 D 2014-07-01 Common Stock 4000 0 D Stock Option (right to buy) 36.40 2007-07-13 4 D 0 30000 D 2015-12-16 Common Stock 30000 0 D Pursuant to the Merger Agreement, dated as of January 15, 2007, as amended, by and among Genesis HealthCare Corporation ("GHC"), FC-GEN Acquisition, Inc. and GEN Acquisition Corp., a wholly owned subsidiary of FC-GEN Acquisition, Inc., (i) 6,799 shares of restricted common stock, which became fully vested upon consummation of the merger, were disposed of in exchange for a cash payment of $69.35 per share, (ii) 11,544 stock units were cancelled in exchange for a cash payment of $69.35 per unit and (iii) the options were cancelled in exchange for a cash payment equal to the product of (a) the number of shares of GHC common stock subject to the option multiplied by (b) the difference of $69.35 and the per share exercise price. The options are fully vested and exercisable. The options became fully vested and exercisable upon consummation of the merger. The amount of securities reported in the "Amount of Securities Beneficially Owned Following Reported Transaction(s)" column of the reporting person's Forms 4 filed on April 2, 2007 and July 2, 2007 was incorrect. The correct totals should have been 8,057 and 7,057 in the Forms 4 filed on April 2, 2007 and July 2, 2007, respectively. This follows from the end of transaction holdings disclosed on the Form 4 filed on January 17, 2007. The previously reported expiration date of this option was incorrectly reported as January 1, 2016. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. /s/ Richard E. Reilly, Attorney-in-fact 2007-07-27