GEN Genesis Healthcare Inc

Item 8.01 Other Events.  

On July 31, 2018, the holders of a majority of the voting power of the Company’s common stock (the “Voting Group”) entered into a Fifth Amended and Restated Voting Agreement (the “Fifth Voting Agreement”).  Pursuant to the Fifth Voting Agreement, the members of the Voting Group agreed to extend the “lock-up” period applicable to shares of the Company’s common stock which the members of the Voting Group own or otherwise hold the power to direct the vote of such shares until October 31, 2018 and that the Fifth Voting Agreement shall terminate no later than October 31, 2018, unless otherwise terminated or amended pursuant to its terms prior to such date.  

During the “lock-up” period, except for transfers to permitted transferees, the members of the Voting Group agreed not to (i) offer, pledge (other than to a financial institution, insurance company or bank in exchange for borrowed money or other extensions of credit), sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Company common stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company securities, in cash or otherwise (each such transaction a “Transfer”), provided, however, that, subject to certain limitations in the number of shares that can be Transferred, including that any such proposed Transfer may not result in the aggregate ownership percentage of the Voting Group to be equal to or less than 50.5%, (x) members of the Voting Group may make Transfers to one or more third parties, and (y) a specified member of the Voting Group may make Transfers to one or more third parties pursuant to a bona fide written trading plan entered into prior to the effective date of the Fifth Voting Agreement by such Voting Group member in compliance with Rule 10b5-1(c)(1) of the Exchange Act.