X0306 4 2017-07-20 0 0001351051 Genesis Healthcare, Inc. GEN 0000937226 ONEX CORP 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001275599 SCHWARTZ GERALD W 161 BAY STREET 49TH FLOOR TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001274486 ONEX PARTNERS LP C/O ONEX INVESTMENT CORPORATION 712 FIFTH AVENUE NEW YORK NY 10019 0 0 1 0 0001297369 Onex US Principals LP 421 LEADER STREET MARION OH 43302 0 0 1 0 0001558649 Onex Real Estate Holdings III Inc. 421 LEADER STREET MARION OH 43302 0 0 1 0 Class B Common Stock 2017-07-20 4 S 0 405020 1.50 D 2007-05-18 Class A Common Stock 405020 9212687 D Class B Common Stock 2017-07-20 4 S 0 2468 1.50 D 2007-05-18 Class A Common Stock 2468 56143 D Class B Common Stock 2017-07-20 4 S 0 121512 1.50 D 2007-05-18 Class A Common Stock 121512 2763961 D Class B Common Stock 2017-07-20 4 S 0 529000 1.50 D 2007-05-18 Class A Common Stock 529000 12032791 I See footnote Class B Common Stock 2017-07-20 4 S 0 529000 1.50 D 2007-05-18 Class A Common Stock 529000 12032791 I See footnote Convertible on a one-for-one basis automatically upon transfer to a third party. No Expiration. Represents shares of Class B Common Stock directly owned by Onex Partners LP. All of the shares owned directly by Onex Partners LP are reported as beneficially owned by each of Onex Partners LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Partners LP, Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares of Class B Common Stock directly owned by Onex US Principals LP. All of the shares directly owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Mr. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex US Principals LP, Onex Corporation and Mr.Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares of Class B Common Stock directly owned by Onex Real Estate Holdings III Inc. All of the shares directly owned by Onex Real Estate Holdings III Inc. are reported as beneficially owned by each of Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares of Class B Common Stock indirectly owned by Onex Corporation, and consists of shares owned directly by Onex Partners LP, Onex US Principals LP, and Onex Real Estate Holdings III Inc., as described in footnotes 3, 4, and 5 above. See footnote 7 for a description of the nature of Onex Corporation's indirect ownership of such shares. Onex Corporation may be deemed to beneficially own the shares of Class B Common Stock held directly by (a) Onex Partners LP, through its ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP, (b) Onex US Principals LP, through its ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP and (c) Onex Real Estate Holdings III Inc., through its ownership of all of the common stock of Onex Real Estate Holdings III Inc. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares of Class B Common Stock indirectly owned by Mr. Schwartz, and consists of shares beneficially owned by Onex Corporation. See footnote 9 for a description of the nature of Mr. Schwartz's indirect ownership of such shares. Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, also indirectly holds a majority of the voting rights of the shares of Onex Corporation. As a result, he may be deemed to beneficially own all shares of Class B Common Stock beneficially owned by Onex Corporation (see footnote 7). Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. /s/ Joshua Hausman, Managing Director of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners GP LP, the general partner of Onex Partners LP. 2017-07-21 /s/ Joshua Hausman, Director of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. 2017-07-21 /s/ David Copeland, Vice President of the Onex Real Estate Holdings III Inc. 2017-07-21 /s/ Andrea E. Daly, Managing Director and General Counsel of Onex Corporation 2017-07-21 /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz, Power of Attorney incorporation by reference to the Schedule 13G/A with respect to the Fly Leasing Limited filed by Gerald W. Schwartz (and the other signatories thereto) on April 3, 2017. 2017-07-21