0001193125-19-029859.txt : 20190207 0001193125-19-029859.hdr.sgml : 20190207 20190206201004 ACCESSION NUMBER: 0001193125-19-029859 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20190207 DATE AS OF CHANGE: 20190206 GROUP MEMBERS: AMANDA LEBOWITZ GROUP MEMBERS: ANDREW LEBOWITZ GROUP MEMBERS: ASHLEY LEBOWITZ GROUP MEMBERS: DAVID LEBOWITZ GROUP MEMBERS: DEBORAH P. LEBOWITZ GROUP MEMBERS: LEBOWITZ FAMILY STOCK, LLC GROUP MEMBERS: LEBOWITZ RCT, INC. GROUP MEMBERS: LEBOWITZ RCT, L.P. 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: 19573176 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: LEBOWITZ STEVEN D CENTRAL INDEX KEY: 0000934389 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 439 NORTH BEDFORD DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13G/A 1 d625387dsc13ga.htm SC 13G/A SC 13G/A

 

 

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, par value $0.001 per share

(Title of Class of Securities)

37185X 106

(CUSIP Number)

December 31, 2018

(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)

☒ 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).

 

 

 


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)  ☐

(b)  ☒

 

  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

 

5,202,863(1)(4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,762,863(1)(2)(4)

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

5.7%(5)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2018.

(2)

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

(3)

This number includes shares held by the Lebowitz Family Trust – 1986, dated October 7, 1986, as amended (the “LF Trust”), a trust over which Steven D. Lebowitz serves as a co-trustee.

(4)

This number includes (a) shares held by the LF Trust, (b) shares held by A&A Lebowitz Family Trust (the “AA Trust”) and (c) shares held jointly by David Lebowitz and Amanda Lebowitz.

(5)

As of the date of this filing, based on 101,235,935 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 November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 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)  ☐

(b)  ☒

 

  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)    ☐

 

11.  

Percent of Class Represented by Amount in Row (9)

 

4.9%(3)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2018.

(2)

This number includes shares held by the LF Trust, a trust over which Deborah P. Lebowitz serves as a co-trustee.

(3)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

3


CUSIP No. 37185X 106

 

  1.   

Names of Reporting Persons

 

David Lebowitz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐

(b)  ☒

 

  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

 

125,000(1)(2)

   7.   

Sole Dispositive Power

 

0

   8.     

Shared Dispositive Power

 

125,000(1)(2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

125,000(1)(2)

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1%(3)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2018.

(2)

This number includes shares held jointly by David Lebowitz and Amanda Lebowitz.

(3)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

4


CUSIP No. 37185X 106

 

  1.   

Names of Reporting Persons

 

Amanda Lebowitz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐

(b)  ☒

 

  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

 

125,000(1)(2)

   7.   

Sole Dispositive Power

 

0

   8.     

Shared Dispositive Power

 

125,000(1)(2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

125,000(1)(2)

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.1%(3)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2018.

(2)

This number includes shares held jointly by David Lebowitz and Amanda Lebowitz.

(3)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

5


CUSIP No. 37185X 106

 

  1.   

Names of Reporting Persons

 

Andrew Lebowitz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐

(b)  ☒

 

  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

 

165,000(1)(2)

   7.   

Sole Dispositive Power

 

0

   8.     

Shared Dispositive Power

 

165,000(1)(2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

165,000(1)(2)

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.2%(3)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2018.

(2)

This number includes shares held by the AA Trust, a trust over which Andrew Lebowitz serves as a co-trustee.

(3)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

6


CUSIP No. 37185X 106

 

  1.   

Names of Reporting Persons

 

Ashley Lebowitz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐

(b)  ☒

 

  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

 

165,000(1)(2)

   7.   

Sole Dispositive Power

 

0

   8.     

Shared Dispositive Power

 

165,000(1)(2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

165,000(1)(2)

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

0.2%(3)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2018.

(2)

This number includes shares held by the AA Trust, a trust over which Ashley Lebowitz serves as a co-trustee.

(3)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

7


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)  ☐

(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

 

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)    ☐

 

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 December 31, 2018.

(2)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

8


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)  ☐

(b)  ☒

 

  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)    ☐

 

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 December 31, 2018.

(2)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

9


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)  ☐

(b)  ☒

 

  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)    ☐

 

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 December 31, 2018.

(2)

As of the date of this filing, based on 101,235,935 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the U.S. Securities and Exchange Commission on November 9, 2018.

 

10


Item 1.

 

  (a)

Name of Issuer

Genesis Healthcare, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices

101 East State Street

Kennett Square, Pennsylvania 19348

Item 2.

 

  (a)

Name of Person Filing

Steven D. Lebowitz

Deborah P. Lebowitz

David Lebowitz

Amanda Lebowitz

Andrew Lebowitz

Ashley 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

David Lebowitz – United States

Amanda Lebowitz – United States

Andrew Lebowitz – United States

Ashley 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)

  

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

(b)

  

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

(c)

  

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

(d)

  

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

(e)

  

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

(f)

  

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

(g)

  

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

(h)

  

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

(i)

  

   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)

  

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

(k)

  

   Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

11


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: 5,762,863

Deborah P. Lebowitz: 4,912,863

David Lebowitz: 125,000

Amanda Lebowitz: 125,000

Andrew Lebowitz: 165,000

Ashley Lebowitz: 165,000

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: 5.7%

Deborah P. Lebowitz: 4.9%

David Lebowitz: 0.1%

Amanda Lebowitz: 0.1%

Andrew Lebowitz: 0.2%

Ashley Lebowitz: 0.2%

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

David Lebowitz: 0

Amanda Lebowitz: 0

Andrew Lebowitz: 0

Ashley 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

David Lebowitz: 125,000

Amanda Lebowitz: 125,000

Andrew Lebowitz: 165,000

Ashley Lebowitz: 165,000

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

David Lebowitz: 0

Amanda Lebowitz: 0

Andrew Lebowitz: 0

Ashley Lebowitz: 0

The Lebowitz Family Stock, LLC: 0

Lebowitz RCT, L.P.: 0

Lebowitz RCT, Inc.: 0

 

12


  (iv)

Shared power to dispose or to direct the disposition of

Steven D. Lebowitz: 5,202,863

Deborah P. Lebowitz: 4,912,863

David Lebowitz: 125,000

Amanda Lebowitz: 125,000

Andrew Lebowitz: 165,000

Ashley Lebowitz: 165,000

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    ☐.

 

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

 

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.

 

13


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     David Lebowitz
By:  

/s/ Andrew Collins

    By:  

/s/ Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
Deborah P. Lebowitz     Amanda Lebowitz
By:  

/s/ Andrew Collins

    By:  

/s/ Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
The Lebowitz Family Stock, LLC     Andrew Lebowitz
By:  

/s/ Andrew Collins

    By:  

/s/ Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
Lebowitz RCT, L.P.     Ashley Lebowitz
By:  

/s/ Andrew Collins

    By:  

/s/ Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
Lebowitz RCT, Inc.      
By:  

/s/ Andrew Collins

     
  Andrew Collins, Attorney-In-Fact      

Date: February 6, 2019

 

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

 

14


Exhibit List

Exhibit A.    Joint Filing Agreement.

Exhibit B.    Item 8 Statement.

Exhibit C.    Power of Attorney.

 

15

EX-99.A 2 d625387dex99a.htm EX-99.A EX-99.A

Exhibit A

Joint Filing Agreement

The undersigned agree and consent to the joint filing on their behalf of this Schedule 13G/A, and all amendments thereto, relating to the Class A Common Stock, par value $0.001 per share, of Genesis Healthcare, Inc.

 

Steven D. Lebowitz     David Lebowitz
By:  

/s/  Andrew Collins

    By:  

/s/  Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
Deborah P. Lebowitz     Amanda Lebowitz
By:  

/s/  Andrew Collins

    By:  

/s/  Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
The Lebowitz Family Stock, LLC     Andrew Lebowitz
By:  

/s/  Andrew Collins

    By:  

/s/  Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
Lebowitz RCT, L.P.     Ashley Lebowitz
By:  

/s/  Andrew Collins

    By:  

/s/  Andrew Collins

  Andrew Collins, Attorney-In-Fact       Andrew Collins, Attorney-In-Fact
Lebowitz RCT, Inc.      
By:  

/s/  Andrew Collins

     
  Andrew Collins, Attorney-In-Fact      

Date: February 6, 2019

EX-99.B 3 d625387dex99b.htm EX-99.B EX-99.B

Exhibit B

Item 8 Statement

Due to the relationships amongst them, all of the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

EX-99.C 4 d625387dex99c.htm EX-99.C EX-99.C

Exhibit C

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Andrew Collins as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.S. Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (2) any Schedules 13D and Schedules 13G, and any amendments thereto, in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder, in each case with respect to any securities of Genesis Healthcare, Inc. (and any successor thereto).

Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms 3, 4 and 5 or Schedules 13D or Schedules 13G with respect to any securities of Genesis Healthcare, Inc. (or any successor thereto), unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of February 6, 2019.

 

/s/ Steven D. Lebowitz

Steven D. Lebowitz

 

/s/ Deborah P. Lebowitz

Deborah P. Lebowitz

 

/s/ David Lebowitz

David Lebowitz

 

/s/ Amanda Lebowitz

Amanda Lebowitz

 

/s/ Andrew Lebowitz

Andrew Lebowitz

 

/s/ Ashley Lebowitz

Ashley Lebowitz

     The Lebowitz Family Stock, LLC
                          By: Name: Its:   

/s/ Steven D. Lebowitz

Steven D. Lebowitz

Manager

          
          
     Lebowitz RCT, Inc.
     By: Name: Its:   

/s/ Steven D. Lebowitz

Steven D. Lebowitz

President

          
          
     Lebowitz RCT, L.P.
     By:    Lebowitz RCT, Inc.
        By: Name: Its:   

/s/ Steven D. Lebowitz

Steven D. Lebowitz

President

          
          
    

/s/ Andrew Collins                        

Andrew Collins, Attorney-In-Fact