X0206 3 2015-02-02 0 0001351051 Genesis Healthcare, Inc. GEN 0001631292 Young Stephen Scott C/O GENESIS HEALTHCARE, INC. 101 E. STATE STREET PA 19348 0 1 0 0 See Remarks Class A Common Stock, $0.001 par value per share 69389 D Class A Common Units of FC-GEN Operations Investment, LLC Class A Common Stock, $0.001 par value per share 87196 D Class C Common Stock, $0.001 par value per share Class A Common Stock, $0.001 par value per share 15 D 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"). 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. Officer: VP, Corporate Controller /s/ Michael Sherman, as Attorney-in-Fact for Stephen Scott Young 2015-02-12