UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 24, 2015

Genesis Healthcare, Inc.

(Exact Name of Registrant Specified in Charter)

(610) 444-6350

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

As previously reported, on February 2, 2015, Genesis Healthcare, Inc. (f/k/a Skilled Healthcare Group, Inc.) (the “Company”) and FC-GEN Operations Investment, LLC (“FC-GEN”) completed the combination of the business and operations of the Company and FC-GEN (the “Combination”) pursuant to the Purchase and Contribution Agreement, dated as of August 18, 2014, as amended.  The Combination was treated as a “reverse acquisition” for accounting purposes and, as such, the historical financial statements of the accounting acquirer, FC-GEN, became the historical financial statements of the Company.

Certain historical financial statements of FC-GEN as of December 31, 2014 and 2013 and for the three fiscal years period ended December 31, 2014, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, are filed hereto as Exhibit 99.1 and incorporated herein by reference.  In addition, certain historical financial statements of Sun Healthcare Group, Inc., which was acquired by FC-GEN on December 1, 2012, are filed hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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