Sec Form 13D Filing - Fishman Steven E. filing for GENESIS HEALTHCARE INC CO (GENN) - 2018-11-05

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 - Final Amendment)*

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)

Steven Fishman
c/o ZAC Management Group, LLC
1617 JFK Boulevard, Suite 545
Philadelphia, PA 19103
(267) 763-5000

Copy to:

Michael Sherman
Genesis Healthcare, Inc.
101 East State Street
Kennett Square, PA 19348
(610) 444-6350
 
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
October 31, 2018
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*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 on 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
 
HCCF Management Group, Inc.
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Georgia
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
3,293,272(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,293,272(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,293,272(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.01%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1) Represents 1,003,512 shares of the Issuer’s Class A Common Stock, 2,289,361 shares of the Issuer’s Class C Common Stock and 2,289,361 OP Units, on an as-converted, as-exchanged basis, held by HCCF Management Group, Inc. on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 163,892,291 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by HCCF Management Group, Inc. and exchange of all OP Units held by HCCF Management Group, Inc.
 

CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
HCCF Management Group XI, LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
18,669,374(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
18,669,374(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,669,374(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.53%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 2,937,750 shares of the Issuer’s Class A Common Stock, 15,728,885 shares of the Issuer’s Class C Common Stock and 15,728,885 OP Units, on an as-converted, as-exchanged basis, held by HCCF Management Group XI, LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 177,334,155 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by HCCF Management Group XI, LLC and exchange of all OP Units held by HCCF Management Group XI, LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
FC Profit Sharing, LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,646,829(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,646,829(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,646,829(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.01%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 501,815 shares of the Issuer’s Class A Common Stock, 1,144,815 shares of the Issuer’s Class C Common Stock and 1,144,815 OP Units, on an as-converted, as-exchanged basis, held by FC Profit Sharing, LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 162,747,545 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by FC Profit Sharing, LLC and exchange of all OP Units held FC Profit Sharing, LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Arnold Whitman
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
31,302(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
27,609,475(2)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
31,302(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
27,609,475(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
27,640,777(3)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
16.05%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Represents 31,302 shares of the Issuer’s Class A Common Stock held by Mr. Whitman.

(2) Represents (i) 501,815 shares of the Issuer’s Class A Common Stock, 1,144,815 shares of the Issuer’s Class C Common Stock and 1,144,815 OP Units, on an as-converted, as-exchanged basis, owned by FC Profit Sharing, LLC, (ii) 2,937,750 shares of the Issuer’s Class A Common Stock, 15,728,885 shares of the Issuer’s Class C Common Stock and 15,728,885 OP Units, on an as-converted, as-exchanged basis, owned by HCCF Management Group XI, LLC, (iii) 1,003,512 shares of the Issuer’s Class A Common Stock, 2,289,361 shares of the Issuer’s Class C Common Stock and 2,289,361 OP Units, on an as-converted, as-exchanged basis, owned by HCCF Management Group, Inc., and (iv) 4,000,000 shares of the Issuer’s Class A Common Stock on an as-converted, as-exchanged basis, owned by the Whitman 2018 Grantor Retained Annuity Trust, on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.  FC Profit Sharing, LLC is ultimately controlled by Formation Capital, LLC, of which Mr. Whitman is an executive officer. Mr. Whitman is the managing member of HCCF Management Group XI, LLC and the President of HCCF Management Group, Inc. Mr. Whitman is a trustee of the Whitman 2018 Grantor Retained Annuity Trust.

(3) Represents (i) 31,302 shares of the Issuer’s Class A Common Stock owned by Mr. Whitman, (ii) 501,815 shares of the Issuer’s Class A Common Stock, 1,144,815 shares of the Issuer’s Class C Common Stock and 1,144,815 OP Units, on an as-converted, as-exchanged basis, owned by FC Profit Sharing, LLC, (iii) 2,937,750 shares of the Issuer’s Class A Common Stock, 15,728,885 shares of the Issuer’s Class C Common Stock and 15,728,885 OP Units, on an as-converted, as-exchanged basis, owned by HCCF Management Group XI, LLC, (iv) 1,003,512 shares of the Issuer’s Class A Common Stock, 2,289,361 shares of the Issuer’s Class C Common Stock and 2,289,361 OP Units, on an as-converted, as-exchanged basis, owned by HCCF Management Group, Inc., and (v) 4,000,000 shares of the Issuer’s Class A Common Stock on an as-converted, as-exchanged basis, owned by the Whitman 2018 Grantor Retained Annuity Trust.  FC Profit Sharing, LLC is ultimately controlled by Formation Capital, LLC, of which Mr. Whitman is an executive officer. Mr. Whitman is the managing member of HCCF Management Group XI, LLC and the President of HCCF Management Group, Inc. Mr. Whitman is a trustee of the Whitman 2018 Grantor Retained Annuity Trust.

(4) Based upon information provided by the Issuer as of October 24, 2018, reflecting 180,768,929 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Mr. Whitman, FC Profit Sharing, LLC, HCCF Management Group XI, LLC, HCCF Management Group, Inc. and the Whitman 2018 Grantor Retained Annuity Trust and exchange of all OP Units held by Mr. Whitman, FC Profit Sharing, LLC, HCCF Management Group XI, LLC, HCCF Management Group, Inc. and the Whitman 2018 Grantor Retained Annuity Trust.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Senior Care Genesis, LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
8,610,619(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,610,619(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,610,619(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.07%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 304,753 shares of the Issuer’s Class A Common Stock, 8,304,420 shares of the Issuer’s Class C Common Stock and 8,304,420 OP Units, on an as-converted, as-exchanged basis, held by Senior Care Genesis, LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 169,908,397 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Senior Care Genesis, LLC and exchange of all OP Units held by Senior Care Genesis, LLC.
 

CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
David Reis
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,425,832(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
8,893,499(2)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,425,832(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,893,499(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
11,319,331(3)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.74%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Represents 2,425,832 shares of the Issuer’s Class A Common Stock held by Mr. Reis.

(2) Represents (i) 304,753 shares of the Issuer’s Class A Common Stock, 8,304,420 shares of the Issuer’s Class C Common Stock and 8,304,420 OP Units, on an as-converted, as-exchanged basis, held by Senior Care Genesis, LLC, (ii) 193,041 shares of the Issuer’s Class A Common Stock held by The David Reis Sub Chapter S Trust, and (iii) 89,839 shares of the Issuer’s Class A Common Stock held by The David Reis Family Trust No. 4, on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.  Senior Care Genesis, LLC is ultimately controlled by Senior Care Development, LLC, of which Mr. Reis is the managing member. Mr. Reis is a trustee of each of The David Reis Sub Chapter S Trust and The David Reis Family Trust No. 4.
 
(3) Represents (i) 2,425,832 shares of the Issuer’s Class A Common Stock held by Mr. Reis, (ii) 304,753 of the Issuer’s Class A Common Stock, 8,304,420 shares of the Issuer’s Class C Common Stock and 8,304,420 OP Units, on an as-converted, as-exchanged basis, held by Senior Care Genesis, LLC, (iii) 193,041 shares of the Issuer’s Class A Common Stock held by The David Reis Sub Chapter S Trust, and (iv) 89,839 shares of the Issuer’s Class A Common Stock held by The David Reis Family Trust No. 4, on the assumptiom that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.  Senior Care Genesis, LLC is ultimately controlled by Senior Care Development, LLC, of which Mr. Reis is the managing member.  Mr. Reis is a trustee of each of The David Reis Sub Schpater S Trust and The David Reis Family Trust No. 4.

(4) Based upon information provided by the Issuer as of October 24, 2018, reflecting 169,908,426 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Mr. Reis, Senior Care Genesis, LLC, The David Reis Sub Chapter S Trust and The David Reis Family Trust No. 4 and exchange of all OP Units held by Mr. Reis, Senior Care Genesis, LLC, The David Reis Sub Chapter S Trust and The David Reis Family Trust No. 4.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
ZAC Properties XI, LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Virginia
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
13,027,175(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
13,027,175(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
13,027,175(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.63%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 3,969,584 shares of the Issuer’s Class A Common Stock, 9,056,014 shares of the Issuer’s Class C Common Stock and 9,056,014 OP Units, on an as-converted, as-exchanged basis, held by ZAC Properties, LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 170,660,122 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by ZAC Properties, LLC and exchange of all OP Units held by ZAC Properties, LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Steven Fishman
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
3,344,608(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
13,027,175(2)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
3,344,608(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
13,027,175(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,371,782(3)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
9.67%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Represents 1,060,734 shares of the Issuer’s Class A Common Stock, 2,283,476 shares of the Issuer’s Class C Common Stock and 2,283,476 OP Units, on an as-converted, as-exchanged basis held by Mr. Fishman on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Units has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Represents 3,969,584 shares of the Issuer’s Class A Common Stock, 9,056,014 shares of the Issuer’s Class C Common Stock and 9,056,014 OP Units owned by ZAC Properties XI, LLC, on an as-converted, as-exchanged basis.  Mr. Fishman is the managing member of ZAC Properties XI, LLC.

(3) Represents (i) 1,060,734 shares of the Issuer’s Class A Common Stock, 2,283,476 shares of the Issuer’s Class C Common Stock and 2,283,476 OP Units, on an as-converted, as-exchanged basis, owned by Mr. Fishman, and (ii) 3,969,584 shares of the Issuer’s Class A Common Stock, 9,056,014 shares of the Issuer’s Class C Common Stock and 9,056,014 OP Units owned by ZAC Properties XI, LLC, on an as-converted, as-exchanged basis.  Mr. Fishman is the managing member of ZAC Properties XI, LLC.

(4) Based upon information provided by the Issuer as of October 24, 2018, reflecting 172,943,995 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Mr. Fishman and ZAC Properties XI, LLC and exchange of all OP Units held by Mr. Fishman and ZAC Properties XI, LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
George V. Hager, Jr.
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,239,474(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,239,474(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,239,474(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.38%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Represents 1,346,916 shares of the Issuer’s Class A Common Stock, 892,403 shares of the Issuer’s Class C Common Stock and 892,403 OP Units, on an as-converted, as-exchanged basis, held by Mr. Hager on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 162,495,089 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Mr. Hager and exchange of all OP Units held Mr. Hager.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Robert and Debra F. Hartman Family Trust
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
IL
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
800,431(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
800,431(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
800,431(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.49%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 243,904 shares of the Issuer’s Class A Common Stock, 556,430 shares of the Issuer’s Class C Common Stock and 556,430 OP Units, on an as-converted, as-exchanged basis, held by the Robert and Debra F. Hartman Family Trust on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 162,159,058 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by the Robert and Debra F. Hartman Family Trust and exchange of all OP Units held by the Robert and Debra F. Hartman Family Trust.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Midway Gen Capital, LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,908,412(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,908,412(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,908,412(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.38%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 1,190,955 shares of the Issuer’s Class A Common Stock, 2,716,984 shares of the Issuer’s Class C Common Stock and 2,716,984 OP Units, on an as-converted, as-exchanged basis, held by Midway Gen Capital, LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Midway Gen Capital, LLC and exchange of all OP Units held by Midway Gen Capital, LLC.
 
 
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Robert Hartman
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
111,802(1)
 
 
 
 
8
SHARED VOTING POWER
 
 
3,908,412(2)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
111,802(1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,908,412(2)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,020,214(3)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.45%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Represents 111,802 shares of the Issuer’s Class A Common Stock held by Mr. Hartman.

(2) Represents 1,190,955 shares of the Issuer’s Class A Common Stock, 2,716,984 shares of the Issuer’s Class C Common Stock and 2,716,984 OP Units, on an as-converted, as-exchanged basis, owned by Midway Gen Capital, LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.  Mr. Hartman is the manager of Midway Gen Capital, LLC.

(3) Represents (i) 111,802 shares of the Issuer’s Class A Common Stock held by Mr. Hartman, and (ii) 1,190,955 shares of the Issuer’s Class A Common Stock, 2,716,984 shares of the Issuer’s Class C Common Stock and 2,716,984 OP Units, on an as-converted, as-exchanged basis, owned by Midway Gen Capital, LLC, of which Mr. Hartman is the manager.

(4) Based upon information provided by the Issuer as of October 24, 2018, reflecting 164,319,988 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Mr. Hartman and Midway Gen Capital, LLC and exchange of all OP Units held by Mr. Hartman and Midway Gen Capital, LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Biret Operating LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
565,721(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
565,721(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
565,721(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.35%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 172,384 shares of the Issuer’s Class A Common Stock, 393,269 shares of the Issuer’s Class C Common Stock and 393,269 OP Units, on an as-converted, as-exchanged basis, held by Biret Operating LLC on the assumption that s uch shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,995,868 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Biret Operating LLC and exchange of all OP Units held by Biret Operating LLC.
 
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Grandview Investors LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
207,740(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
207,740(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
207,740(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.13%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 63,302 shares of the Issuer’s Class A Common Stock, 144,413 shares of the Issuer’s Class C Common Stock and 144,413 OP Units, on an as-converted, as-exchanged basis, held by Grandview Investors LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,746,969 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Grandview Investors LLC and exchange of all OP Units held by Grandview Investors LLC.
 
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Max Moxi LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
NY
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
223,083(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
223,083(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
223,083(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.14%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 67,977 shares of the Issuer’s Class A Common Stock, 155,079 shares of the Issuer’s Class C Common Stock and 155,079 OP Units, on an as-converted, as-exchanged basis, held by Max Moxi LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,757,637 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Max Moxi LLC and exchange of all OP Units held by Max Moxi LLC.
 
CUSIP No. 37185X 106
< td style="BORDER-TOP: #000000 1pt solid; WIDTH: 6.36%; VERTICAL-ALIGN: middle; BORDER-BOTTOM: #000000 1pt solid; BORDER-LEFT: #000000 1pt solid" rowspan="4">
1
NAMES OF REPORTING PERSONS
 
GRFC Gazelle LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
456,877(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
456,877(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
456,877(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.28%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 139,218 shares of the Issuer’s Class A Common Stock, 317,604 shares of the Issuer’s Class C Common Stock and 317,604 OP Units, on an as-converted, as-exchanged basis, held by GRFC Gazelle LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,920,190 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by GRFC Gazelle LLC and exchange of all OP Units held by GRFC Gazelle LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Gazelle Riverside LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,136,024(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,136,024(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,136,024(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
64.
0.70%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 346,164 shares of the Issuer’s Class A Common Stock, 789,722 shares of the Issuer’s Class C Common Stock and 789,722 OP Units, on an as-converted, as-exchanged basis, held by Gazelle Riverside LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 162,392,391 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Gazelle Riverside LLC and exchange of all OP Units held by Gazelle Riverside LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Gazelle Light LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,311,099(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,311,099(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,311,099(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.42%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 704,228 shares of the Issuer’s Class A Common Stock, 1,606,591 shares of the Issuer’s Class C Common Stock and 1,606,591 OP Units, on an as-converted, as-exchanged basis, held by Gazelle Light LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 163,209,402 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Gazelle Light LLC and exchange of all OP Units held by Gazelle Light LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Gazelle Herne Hill LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
446,112(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
446,112(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
446,112(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.28%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 446,112 shares of the Issuer’s Class A Common Stock held by Gazelle Herne Hill LLC.
 
(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
L Gen Associates
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,108,181(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,108,181(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,108,181(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.92%(2)
&#x A0;
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1) Represents 3,108,181 shares of the Issuer’s Class A Common Stock held by L Gen Associates.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Gazelle Sing LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,486,517(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,486,517(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,486,517(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.54%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 2,486,517 shares of the Issuer’s Class A Common Stock held by Gazelle Sing LLC.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Gazelle Costa Brazil LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
621,664(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
621,664(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
621,664(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.38%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 621,664 shares of the Issuer’s Class A Common Stock held by Gazelle Costa Brazil LLC.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Dreyk LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,374,991(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,374,991(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,374,991(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.06%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 1,028,413 shares of the Issuer’s Class A Common Stock, 2,346,169 shares of the Issuer’s Class C Common Stock and 2,346,169 OP Units, on an as-converted, as-exchanged basis, held by Dreyk LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 163,949,109 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by Dreyk LLC and exchange of all OP Units held by Dreyk LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
GHC Class B LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,629,533(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,629,533(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,629,533(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.00%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 779,766 shares of the Issuer’s Class A Common Stock, 849,619 shares of the Issuer’s Class C Common Stock and 849,619 OP Units, on an as-converted, as-exchanged basis, held by GHC Class B LLC on the assumption that such shares of the Issuer’s Class C Common Stock have converted to shares of the Issuer’s Class A Common Stock at a ratio of 0.00017411 to one and that each such OP Unit has been exchanged for one share of the Issuer’s Class A Common Stock.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 162,452,298 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock held by GHC Class B LLC and exchange of all OP Units held by GHC Class B LLC.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Sing Investments LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
74,142(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
74,142(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
74,142(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.05%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 74,142 shares of the Issuer’s Class A Common Stock held by Sing Investments LLC.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Larts Investments LLC
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
74,142(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
74,142(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
74,142(1)
 
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.05%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Represents 74,142 shares of the Issuer’s Class A Common Stock held by Larts Investments LLC.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 161,602,531 shares of Class A Common Stock outstanding.
 
CUSIP No. 37185X 106
1
NAMES OF REPORTING PERSONS
 
Isaac Neuberger
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
16,715,826(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,715,826(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,715,826(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
15.5%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Represents (i) 172,384 shares of the Issuer’s Class A Common Stock (as defined in Item 1 below), 393,269 shares of the Issuer’s Class C Common Stock (as defined in Item 1 below) and 393,269 OP Units (as defined in Item 1 below), on an as-converted, as-exchanged basis, owned by Biret Operating LLC, of which Mr. Neuberger is the manager, (ii) 63,302 shares of the Issuer’s Class A Common Stock, 144,413 shares of the Issuer’s Class C Common Stock and 144,413 OP Units, on an as-converted, as-exchanged basis, owned by Grandview Investors LLC, of which Mr. Neuberger is the manager, (iii) 67,977 shares of the Issuer’s Class A Common Stock, 155,079 shares of the Issuer’s Class C Common Stock and 155,079 OP Units, on an as-converted, as-exchanged basis, owned by Max Moxi LLC, of which Mr. Neuberger is the manager, (iv) 139,218 shares of the Issuer’s Class A Common Stock, 317,604 shares of the Issuer’s Class C Common Stock and 317,604 OP Units, on an as-converted, as-exchanged basis, owned by GRFC Gazelle LLC, of which Mr. Neuberger is the manager, (v) 346,164 shares of the Issuer’s Class A Common Stock, 789,722 shares of the Issuer’s Class C Common Stock and 789,722 OP Units, on an as-converted, as-exchanged basis, owned by Gazelle Riverside LLC, of which Mr. Neuberger is the manager, (vi) 704,228 shares of the Issuer’s Class A Common Stock, 1,606,591 shares of the Issuer’s Class C Common Stock and 1,606,591 OP Units, on an as-converted, as-exchanged basis, owned by Gazelle Light LLC, of which Mr. Neuberger is the manager, (vii) 446,112 shares of the Issuer’s Class A Common Stock owned by Gazelle Herne Hill LLC, of which Mr. Neuberger is the manager, (viii) 3,108,181 shares of the Issuer’s Class A Common Stock owned by L Gen Associates, of which Mr. Neuberger is the manager, (ix) 2,486,517 shares of the Issuer’s Class A Common Stock owned by Gazelle Sing LLC, of which Mr. Neuberger is the manager, (x) 621,644 shares of the Issuer’s Class A Common Stock owned by Gazelle Costa Brazil LLC, of which Mr. Neuberger is the manager, (xi) 1,028,413 shares of the Issuer’s Class A Common Stock, 2,346,169 shares of the Issuer’s Class C Common Stock and 2,346,169 OP Units, on an as-converted, as-exchanged basis, owned by Dreyk LLC, of which Mr. Neuberger is the manager, (xii) 779,766 shares of the Issuer’s Class A Common Stock, 849,619 shares of the Issuer’s Class C Common Stock and 849,619 OP Units, on an as-converted, as-exchanged basis, owned by GHC Class B LLC, of which Mr. Neuberger is the manager, (xiii) 74,142 shares of the Issuer’s Class A Common Stock owned by Sing Investments LLC, of which Mr. Neuberger is the manager, and (xiv) 74,142 shares of the Issuer’s Class A Common Stock owned by Larts Investments LLC, of which Mr. Neuberger is the manager.

(2) Based upon information provided by the Issuer as of October 24, 2018, reflecting 107,760,950 shares of Class A Common Stock outstanding, giving effect to conversion of all shares of the Issuer’s Class C Common Stock and exchange of all OP Units held by Biret Operating LLC, Grandview Investors LLC, Max Moxi LLC, GRFC Gazelle LLC, Gazelle Riverside LLC, Gazelle Light LLC, Gazelle Herne Hill LLC, L Gen Associates, Gazelle Sing LLC, Gazelle Costa Brazil LLC, Dreyk LLC, GHC Class B LLC, Sing Investments LLC and Larts Investments LLC.
 
 
This Amendment No. 7 on Schedule 13D (this “Amendment”) amends the Schedule 13D dated July 31, 2018, filed on behalf of the Reporting Persons as set forth therein with respect to beneficial ownership of shares of Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.), as amended to date (the “Schedule 13D”).  The purpose of the Amendment is to reflect certain changes in the holdings of the Reporting Persons and to disclose that this Amendment constitutes an exit filing for certain of the Reporting Persons (as described immediately below).
 
As a result of the termination of the Voting Agreement referred to in Item 6 of the Schedule 13D, on October 31, 2018 the Reporting Persons listed below in this paragraph may no longer be deemed by rule of the Securities and Exchange Commission to have shared voting power by virtue of the Voting Agreement with respect to the shares of the Issuer’s Class A Common Stock held by it and the other parties to the Voting Agreement or be deemed to be the beneficial owner of 5% or more of the issued and outstanding shares of the Issuer’s Class A Common Stock. Therefore this Amendment No. 7 constitutes an exit filing for the following Reporting Persons: HCCF, Inc., FC Profit, Mr. Hager, Hartman Trust, Midway Gen, Robert Hartman, Biret, Grandview, Max Moxi, GRFC Gazelle, Gazelle Riverside, Gazelle Light, Gazelle Herne Hill, L Gen, Gazelle Sing, Gazelle Costa Brazil, Dreyk, GHC Class B, Sing and Larts.
 
Notwithstanding the foregoing, certain Reporting Persons may continue to be deemed by rule of the Securities and Exchange Commission to be the beneficial owner of 5% or more of the issued and outstanding shares of the Issuer’s Class A Common Stock. Such Reporting Persons will be required to individually file one or more separate statements on Schedule 13G or Schedule 13D, as applicable, reporting their respective beneficial ownership of shares of the Issuer’s Class A Common Stock.  Therefore this Amendment constitutes the final amendment of this Schedule 13D of the Reporting Persons.
 
Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. All capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D.

Item 2.
Identity and Background

(a)

Item 2(a) is hereby amended and supplemented to include each of the following as additional Instruction C Persons in this statement:  William Fish (“Mr. Fish”) as co-trustee of both The David Reis Subchapter S Trust (the “Reis Subchapter S Trust”) and The David Reis Family Trust No. 4 (the “Reis Family Trust”).
 
The second paragraph of Item 2(a) is hereby amended and restated in its entirety as follows:

As a result of the termination of the Voting Agreement described in Item 6, the Reporting Persons may no longer be deemed to constitute a “group” within meaning of Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The third sentence of the fourth paragraph of Item 2(a) is hereby amended as follows:

Mr. Whitman is an executive officer of HCCF, Inc., the managing member of HCCF XI and an executive officer of Formation, which ultimately controls FC Profit, and Mr . Whitman is the trustee of the Whitman Trust (as defined below); Mr. Fishman is the managing member of ZAC Properties; Mr. Reis is the managing member of Senior Care Development, the manager of Senior Care, and is a trustee of each of the Reis Subchapter S Trust and the Reis Family Trust; Robert Hartman is the manager of Midway Gen; and Mr. Neuberger is the manager of Biret, Grandview, Max Moxi, GRFC Gazelle, Gazelle Riverside, Gazelle Light, Gazelle Herne Hill, L Gen, Gazelle Sing, Gazelle Costa Brazil, Dreyk, GHC Class B, Sing and Larts.
 
 
(b)
 
Item 2(b) of the Schedule 13D is hereby amended and supplemented to include the following business address of Mr. Fish as an additional Instruction C Person:


Mr. Fish
Hinkley Allen
20 Church Street
Hartford, Ct 06103

(c)

Item 2(c) of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons and the Instruction C Persons are primarily involved in investment activities, and the address of each Reporting Person and Instruction C Person is set forth in (b) above.  Further, Mr. Fish is a partner at the Hinkley Allen law firm, 20 Church Street, Hartford, CT 06103.  In addition, Messrs. Hartman, Reis and Whitman are directors of the Issuer.  Mr. Hager is the Chief Executive Officer and a director of the Issuer.

(d)
and (e)

Items 2(d) and 2(e) of the Schedule 13D is hereby amended and supplemented as follows:

During the last five years, Mr. Fish, an additional Instruction C Person identified in Item 2(a) above of this Amendment, (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to, federal and state securities laws or finding any violation with respect to such laws.

(f)

Item 2(f) of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Fish, an Instruction C Person identified in Item 2(a) above of this Amendment is a citizen of the United States.

Item 4.
Purpose of Transaction

The third paragraph of Item 4 of the Schedule 13D is hereby amended and restated as follows:

Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of shares of Class A Common Stock or any securities exchangeable for or convertible into Class A Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may, subject to the terms and conditions of the Voting Agreement described in Item 6, directly or indirectly acquire additional shares of Class A Common Stock or associated rights or securities exchangeable for or convertible into shares of Class A Common Stock or dispose of any or all of its Class A Common Stock or its associated rights or securities exchangeable for or convertible into Class A Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations.
 
 

 
Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(c) Except as described below, the Reporting Persons have not engaged in any transactions with respect to the Issuer’s Class A Common Stock in the past 60 days:

In connection with the estate planning activities of Mr. Whitman, on October 23, 2018 HCCF XI transferred 4,000,000 shares of the Issuer’s Class A Common Stock to Mr. Whitman and Mr. Whitman then transferred such shares of the Issuer’s Class A Common Stock to the Whitman 2018 Grantor Retained Annuity Trust (the “Whitman Trust”).

In connection with the estate planning activities of Mr. Reis (i) Senior Care distributed 1,801,371 shares of the Issuer’s Class A Common Stock to Mr. Reis on June 6, 2018, (ii) Senior Care distributed 218,289 shares of the Issuer’s Class A Common Stock to the Reis Subchapter S Trust on June 14, 2018, (iii) Senior Care distributed 101,493 shares of the Issuer’s Class A Common Stock to the Reis Family Trust on June 15, 2018, and (iv) Senior Care distributed 45,960 shares of the Issuer’s Class A Common Stock to Mr. Reis on August 18, 2018. Further, Senior Care distributed to its members (1) 49,115 shares of the Issuer’s Class A Common Stock on August 15, 2018, (2) 132,501 shares of the Issuer’s Class A Common stock on August 16, 2018, and (3) 76,401 shares of the Issuer’s Class A Common Stock on October 22, 2018.

In addition, the following table sets forth the trade date, number of shares and average sales price with respect to all transactions with respect to the Issuer’s Class A Common Stock effected directly or indirectly by Mr. Reis since the filing of Amendment No. 6 to the Schedule 13D on July 31, 2018.  All of such transactions were open market transactions effected by Mr. Reis, the Reis Subchapter S Trust or the Reis Family Trust.

Trade Date
Seller
No. of Shares
Average Sales Price Per Share *
8-8-2018
Mr. Reis
23,073
$1.6456
8-8-2018
Reis Family Trust
765
$1.6456
8-8-2018
Reis Subchapter S Trust
1,657
$1.6456
8-9-2018
Mr. Reis
68,698
$1.7052
8-9-2018
Reis Family Trust
2,277
$1.7052
8-9-2018
Reis Subchapter S Trust
4,934
$1.7052
8-10-2018
Mr. Reis
29,798
$1.6545
8-10-2018
Reis Family Trust
988
$1.6545
8-10-2018
Reis Subchapter S Trust
2,140
$1.6545
8-13-2018
Mr. Reis
11,032
$1.6324
8-13-2018
Reis Family Trust
366
$1.6324
8-13-2018
Reis Subchapter S Trust
792
$1.6324
8-14-2018
Mr. Reis
2,039
$1.6304
8-14-2018
Reis Family Trust
68
$1.6304
8-14-2018
Reis Subchapter S Trust
146
$1.6304
8-23-18
Mr. Reis
17,784
$1.6659
8-23-18
Reis Family Trust
590
$1.6659
8-23-18
Reis Subchapter S Trust
1,277
$1.6659
8-24-18
Mr. Reis
46,534
$1.7092
8-24-18
Reis Family Trust
1,543
$1.7092
8-24-18
Reis Subchapter S Trust
3,343
$1.7092
8-27-18
Mr. Reis
34,658
$1.735
8-27-18
Reis Family Trust
1,149
$1.735
8-27-18
Reis Subchapter S Trust
2,489
$1.735
8-28-18
Mr. Reis
23,320
$1.6953
8-28-18
Reis Family Trust
773
$1.6953
8-28-18
Reis Subchapter S Trust
1,675
$1.6953
8-29-18
Mr. Reis
21,770
$1.7245
8-29-18
Reis Family Trust
722
$1.7245
8-29-18
Reis Subchapter S Trust
1,563
$1.7245
8-30-18
Mr. Reis
18,933
$1.7648
8-30-18
Reis Family Trust
627
$1.7648
8-30-18
Reis Subchapter S Trust
1,360
$1.7648
8-31-18
Mr. Reis
21,589
$1.7809
8-31-18
Reis Family Trust
715
$1.7809
8-31-18
Reis Subchapter S Trust
1,551
$1.7809
9-4-18
Mr. Reis
21,630
$1.6919
9-4-18
Reis Family Trust
717
$1.6919
9-4-18
Reis Subchapter S Trust
1,553
$1.6919
9-5-18
Mr. Reis
814
$1.6368
9-5-18
Reis Family Trust
27
$1.6368
9-5-18
Reis Subchapter S Trust
59
$1.6368
10-10-18
Mr. Reis
3,169
$1.6322
10-10-18
Reis Family Trust
105
$1.6322
10-10-18
Reis Subchapter S Trust
228
$1.6322
10-29-18
Mr. Reis
6,711
$1.6384
10-29-18
Reis Family Trust
222
$1.6384
10-29-18
Reis Subchapter S Trust
482
$1.6384
* Average Sales Price Per Share is reported as a weighted average price; such shares of the Issuer’s Class A Common Stock were sold and purchased in multiple open market transactions.

 
 
(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Class A Common Stock.

(e)    Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The section of Item 6 of the Schedule 13D entitled “Voting Agreement” is hereby amended and restated as follows:
 
Voting Agreement
 
On October 31, 2018, the Fifth Amended and Restated Voting Agreement, dated as of July 31, 2018 executed by each of the stockholders party thereto (the “Voting Agreement”) terminated in accordance with its terms.
 
 
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:
 
 
HCCF MANAGEMENT GROUP XI, LLC
 
 
 
 
 
 
By:
/s/Arnold Whitman 
 
 
 
Name:
Arnold Whitman
 
 
 
Title:
Sole Member
 
 
 
 
HCCF MANAGEMENT GROUP, INC.
 
 
 
 
 
 
By:
/s/ Arnold Whitman
 
 
 
Name:
Arnold Whitman
 
 
 
Title:
President
 
 
 
 
 
 
 
 
/s/Arnold Whitman
 
 
Arnold Whitman
 
 
 
 
FC PROFIT SHARING, LLC
 
 
 
 
 
 
By:
 Formation Capital, LLC, its sole member
 
 
 
 
 
 
By:
/s/ Arnold Whitman
 
 
 
Name:
Arnold Whitman
 
 
 
Title:
Chairman
 
 
 
 
ZAC PROPERTIES XI, LLC
 
 
 
 
 
 
By:
/s/ Steven Fishman
 
 
 
Name:
Steven Fishman
 
 
 
Title:
Managing Member
 
 
 
 
 
 
 
 
/s/ Steven Fishman
 
 
Steven Fishman
 
 
 
 
BIRET OPERATING LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name:
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GRANDVIEW INVESTORS LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
MAX MOXI LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GRFC GAZELLE LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name:
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GAZELLE RIVERSIDE LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GAZELLE LIGHT LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GAZELLE HERNE HILL LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
L GEN ASSOCIATES
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GAZELLE SING LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GAZELLE COSTA BRAZIL LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
DREYK LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name:
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
GHC CLASS B LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
 
SING INVESTMENTS LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name:
Isaac Neuberger
 
 
 
Title:
Manager
 
 
      
 
      
 
LARTS INVESTMENTS LLC
 
 
 
 
 
 
By:
/s/Isaac Neuberger 
 
 
 
Name: 
Isaac Neuberger
 
 
 
Title:
Manager
 
 
 
 
 
 
 
 
 
/s/Isaac Neuberger 
 
 
Isaac Neuberger
 
 
 
 
 
 
 
 
 
/s/ George Hager
 
 
George Hager
 
 
 
 
 
 
 
 
 
 
SENIOR CARE GENESIS, LLC
 
 
 
 
 
 By: Senior Care Development, LLC, its manager
 
 
 
 
 
 
By:
/s/ David Reis
 
 
 
Name:
David Reis
 
 
 
Title:
Managing Member
 
 
 
 
 
 
 
 
/s/ David Reis
 
 
David Reis
 
 
 
 
 
 
 
MIDWAY GEN CAPITAL, LLC
 
 
 
 
 
 
By:
/s/ Robert Hartman
 
 
 
Name:
Robert Hartman
 
 
 
Title:
Manager
 
 
 
 
 
 
 
/s/ Robert Hartman
 
 
Robert Hartman
 
 
 
 
 
 
 
ROBERT AND DEBRA F. HARTMAN FAMILY TRUST
 
 
 
 
 
 
By:
/s/ Debra F. Hartman
 
 
 
Name:
Debra F. Hartman
 
 
 
Title:
Trustee