0000905148-18-000277.txt : 20180214 0000905148-18-000277.hdr.sgml : 20180214 20180214100325 ACCESSION NUMBER: 0000905148-18-000277 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Healthcare, Inc. CENTRAL INDEX KEY: 0001351051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82895 FILM NUMBER: 18608231 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 610-444-6350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 FORMER COMPANY: FORMER CONFORMED NAME: Skilled Healthcare Group, Inc. DATE OF NAME CHANGE: 20070209 FORMER COMPANY: FORMER CONFORMED NAME: SHG Holding Solutions Inc DATE OF NAME CHANGE: 20060126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLTOWER INC. CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341096634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 419-247-2800 MAIL ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43615 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE REIT INC /DE/ DATE OF NAME CHANGE: 19920703 SC 13G/A 1 efc18-105_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
GENESIS HEALTHCARE, INC.
 (Name of Issuer)
 
Class A common stock, $0.001 par value per share
 (Title of Class of Securities)
 
37185X106
 (CUSIP Number)
 
December 31, 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:
 
[     ] Rule 13d-1(b)
 
[ X ] Rule 13d-1(c)
 
[     ] 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).
 

 
Continued on following pages
Page 1 of 5 Pages
Exhibit Index:  
CUSIP No.  37185X106
 
Page 2 of 5 Pages
 
 
 
 
1
NAMES OF REPORTING PERSONS
 
 

WELLTOWER INC.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
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
 
 
9,564,576
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,564,576
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,564,576
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1) This percentage is based on 97,184,842 shares of Class A common stock outstanding as of December 31, 2017 based on information provided by the Issuer.
 
 
 
Page 3 of 5 Pages
 
 
 
 
Item 1(a).
Name of Issuer:

Genesis Healthcare, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
101 East State Street, Kennett Square, Pennsylvania 19348
 
Item 2(a).
Name of Person Filing

Welltower Inc.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

4500 Dorr Street, Toledo, Ohio 43615.

Item 2(c).
Citizenship:

Welltower Inc. is a Delaware corporation.

Item 2(d).
Title of Class of Securities:
 
Class A common stock, $0.001 par value per share
 
Item 2(e).
CUSIP Number:
 
37185X106
 
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:

This Item 3 is not applicable.

Item 4.
Ownership:
 
Item 4(a)
Amount Beneficially Owned:
 
As of December 31, 2017, Welltower Inc. may be deemed the beneficial owner of 9,564,576 shares of Class A common stock.

Item 4(b)
Percent of Class:

As of December 31, 2017, Welltower Inc. may be deemed the beneficial owner of approximately 9.8% of shares of Class A common stock outstanding.  (There were 97,184,842 shares of Class A common stock outstanding as of December 31, 2017 based on information provided by the Issuer).

When calculated as a percentage of the aggregate number of shares of Class A common stock, Class B common stock and Class C common stock outstanding, Welltower Inc.’s percentage ownership is approximately 6.0%.  There were 744,396 shares Class B common stock, and 61,477,303 shares of Class C common stock, outstanding as of December 31, 2017, based on information provided by the Issuer.  The Class A common stock, Class B common stock and Class C common stock each have one vote per share.
 
 
 
Page 4 of 5 Pages
 
 
 
 
Item 4(c)
Number of Shares as to which such person has:
 
(i) Sole power to vote or direct the vote:
9,564,576
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
9,564,576
(iv) Shared power to dispose or direct the disposition of:
0
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
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 §240.14a-11.
 
 
 
 
 
Page 5 of 5 Pages
 
 
 
 
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.

  WELLTOWER INC.  
  By: /s/ Matthew McQueen  
   
Matthew McQueen
  
    Senior Vice President, General Counsel and Corporate Secretary  
     

 
February 14, 2018