X0202 4 2006-01-13 0 0001236736 GENESIS HEALTHCARE CORP GHCI 0001268638 COGGINS EILEEN M 101 E. STATE ST. KENNETT SQUARE PA 19348 0 1 0 0 Sr. VP, GC & Corp. Sec. Common Stock 2006-01-13 4 A 0 910 0 A 16785 D Restricted stock vests equally over a three-year period beginning on February 1, 2006 and quarterly thereafter until October 1, 2008; provided, however, if Genesis achieves 105% of its targeted earnings per share, the shares that would vest in 2008 will be accelerated and vest in 2007. 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. Richard E. Reilly, Attorney-in-fact 2006-01-17