SC 13G/A 1 d100596dsc13ga.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. 3 )*

 

 

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, 2020

(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

 

  200,000 (1) (2)

   6.   

  Shared Voting Power

 

  5,472,863 (1) (3)

   7.   

  Sole Dispositive Power

 

  200,000(1) (2)

   8.   

  Shared Dispositive Power

 

  5,762,863 (1) (3) (4)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,962,863(1) (2) (3) (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)

 

  5.4%(5)

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2020.

(2)

This number includes shares held by The Lebowitz Family Stock, LLC, a limited liability company of which Steven D. Lebowitz is the sole manager.

(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 A&A Lebowitz Family Trust (the “AA Trust”) and (b) shares held jointly by David Lebowitz and Amanda Lebowitz.

(5)

Based on 110,642,614 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 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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

 

  5,472,863 (1) (2)

   7.   

  Sole Dispositive Power

 

  0

   8.   

  Shared Dispositive Power

 

  5,472,863 (1) (2)

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,472,863 (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, 2020.

(2)

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

(3)

Based on 110,642,614 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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, 2020.

(2)

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

(3)

Based on 110,642,614 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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, 2020.

(2)

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

(3)

Based on 110,642,614 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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)

 

  0.1%(3)

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2020.

(2)

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

(3)

Based on 110,642,614 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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)

 

  0.1%(3)

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

The number of shares reported as beneficially owned as of December 31, 2020.

(2)

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

(3)

Based on 110,642,614 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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

 

  200,000(1)

   6.   

  Shared Voting Power

 

  0

   7.   

  Sole Dispositive Power

 

  200,000(1)

   8.   

  Shared Dispositive Power

 

  0

  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, 2020.

(1)

Based on 110,642,614 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the U.S. Securities and Exchange Commission on November 9, 2020.


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 and The Lebowitz Family Stock, LLC (collectively, the “Reporting Persons”).

The Reporting Persons have previously entered into a Joint Filing Agreement, dated as of February 6, 2019, which is attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

  (b)

Address of Principal Business Office or, if none, Residence

1333 Second Street, Suite 650

Santa Monica, CA 90401

 

  (c)

Citizenship

See responses to Item 4 on each cover page.

 

  (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:                    

 


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:

See responses to Item 9 on each cover page.

 

  (b)

Percent of class:

See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote

See responses to Item 6 on each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of

See responses to Item 8 on each cover page.

 

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

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

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Please see attached the statement in Exhibit 99.2.

 

Item 9.

Notice of Dissolution of Group

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.


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.

Dated: January 29, 2021

 

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
Ashley Lebowitz      
By:  

/s/ Andrew Collins

     
  Andrew Collins, Attorney-In-Fact      

ATTENTION

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


EXHIBIT INDEX

 

Exhibit 99.1    Joint Filing Agreement (Incorporated by reference to Exhibit A to the Reporting Persons’ Amendment No. 1 to Schedule 13G, filed with the U.S. Securities and Exchange Commission on February 7, 2019.)**
Exhibit 99.2    Item 8 Statement (Incorporated by reference to Exhibit B to the Reporting Persons’ Amendment No. 1 to Schedule 13G, filed with the U.S. Securities and Exchange Commission on February 7, 2019.)**
Exhibit 99.3    Power of Attorney (Incorporated by reference to Exhibit C to the Reporting Persons’ Amendment No. 1 to Schedule 13G, filed with the U.S. Securities and Exchange Commission on February 7, 2019.)**

 

**

Previously filed.