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ONEX PARTNERS LP 4

Accession 0001181431-12-051864

CIK 0001351051other
View on SEC.govCompany Profile

Filed

Sep 23, 8:00 PM ET

Accepted

Sep 24, 4:02 PM ET

Size

24.3 KB

Accession

0001181431-12-051864

Insider Transaction Report

Form 4
Period: 2012-09-13
Skilled Healthcare Group, Inc.SKH
ONEX CORP
10% Owner
Transactions
  • Purchase

    Class B Common Stock

    2012-09-13+3,388,251→ 3,388,251 total
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
  • Sale

    Class B Common Stock

    2012-09-13−3,388,251→ 0 total(indirect: See footnote)
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
Holdings

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (68,820 underlying)
    68,820

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (11,293,552 underlying)
    11,293,552

  • Class B Common Stock

    (indirect: See footnotes)
    From: 2007-05-18→ Class A Common Stock (14,750,623 underlying)
    14,750,623
ONEX PARTNERS LP
10% Owner
Transactions
  • Purchase

    Class B Common Stock

    2012-09-13+3,388,251→ 3,388,251 total
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
  • Sale

    Class B Common Stock

    2012-09-13−3,388,251→ 0 total(indirect: See footnote)
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
Holdings

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (68,820 underlying)
    68,820

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (11,293,552 underlying)
    11,293,552

  • Class B Common Stock

    (indirect: See footnotes)
    From: 2007-05-18→ Class A Common Stock (14,750,623 underlying)
    14,750,623
Onex US Principals LP
10% Owner
Transactions
  • Sale

    Class B Common Stock

    2012-09-13−3,388,251→ 0 total(indirect: See footnote)
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
  • Purchase

    Class B Common Stock

    2012-09-13+3,388,251→ 3,388,251 total
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
Holdings

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (68,820 underlying)
    68,820

  • Class B Common Stock

    (indirect: See footnotes)
    From: 2007-05-18→ Class A Common Stock (14,750,623 underlying)
    14,750,623

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (11,293,552 underlying)
    11,293,552
SCHWARTZ GERALD W
10% Owner
Transactions
  • Sale

    Class B Common Stock

    2012-09-13−3,388,251→ 0 total(indirect: See footnote)
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
  • Purchase

    Class B Common Stock

    2012-09-13+3,388,251→ 3,388,251 total
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
Holdings

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (68,820 underlying)
    68,820

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (11,293,552 underlying)
    11,293,552

  • Class B Common Stock

    (indirect: See footnotes)
    From: 2007-05-18→ Class A Common Stock (14,750,623 underlying)
    14,750,623
Onex Skilled Holdings II Ltd
10% Owner
Transactions
  • Sale

    Class B Common Stock

    2012-09-13−3,388,251→ 0 total(indirect: See footnote)
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
  • Purchase

    Class B Common Stock

    2012-09-13+3,388,251→ 3,388,251 total
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
Holdings

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (11,293,552 underlying)
    11,293,552

  • Class B Common Stock

    (indirect: See footnotes)
    From: 2007-05-18→ Class A Common Stock (14,750,623 underlying)
    14,750,623

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (68,820 underlying)
    68,820
Onex Real Estate Holdings III Inc.
10% Owner
Transactions
  • Sale

    Class B Common Stock

    2012-09-13−3,388,251→ 0 total(indirect: See footnote)
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
  • Purchase

    Class B Common Stock

    2012-09-13+3,388,251→ 3,388,251 total
    From: 2007-05-18→ Class A Common Stock (3,388,251 underlying)
Holdings

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (68,820 underlying)
    68,820

  • Class B Common Stock

    From: 2007-05-18→ Class A Common Stock (11,293,552 underlying)
    11,293,552

  • Class B Common Stock

    (indirect: See footnotes)
    From: 2007-05-18→ Class A Common Stock (14,750,623 underlying)
    14,750,623
Footnotes (10)
  • [F1]Convertible on a one-for-one basis.
  • [F10]Immediately prior to the consummation of the transaction herein reported, Gerald Schwartz and Onex Corporation may be deemed to have beneficially owned such shares through Onex Corporation's subsidiaries Skilled Executive Investco LLC and Onex Skilled Holdings II Limited SARL. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  • [F2]Onex Corporation may be deemed to own beneficially the shares of Class B Common Stock held by (a) Onex Partners LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP, (b) Onex US Principals LP through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP and (c) Onex Real Estate Holdings III Inc. through Onex's ownership of all of the common stock of Onex Real Estate Holdings III Inc.
  • [F3]Represents 196,715 Class B Common Shares directly owned by Onex Real Estate Holdings III Inc. and 3,191,536 Class B Common Shares directly owned by Onex Skilled Holdings II Limited SARL ("OSHL"). OSHL intends to liquidate into its sole shareholder, Onex Real Estate Holdings III Inc., at which time Onex Real Estate Holdings Inc. will be the direct owner of such shares. All of the shares owned by OSHL and Onex Real Estate Holdings III Inc. are reported as beneficially owned by each of Onex Real Estate Holdings III Inc., Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz have a pecuniary interest of less than 100% of such shares. (continued in footnote 4)
  • [F4]Each of OSHL, Onex Real Estate Holdings III Inc., Onex Corporation and Mr. Schwartz disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  • [F5]No Expiration.
  • [F6]Represents shares directly owned by Onex Partners LP. All of the shares owned by Onex Partners LP are reported as beneficially owned by each of Onex Partners LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex Partners LP, Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  • [F7]Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex US Principals LP, Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  • [F8]Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation. The interests of Onex Corporation are described in footnotes (2), (3), (4), (6), (7) and (10). Mr. Schwartz disclaims beneficial ownership of these securities, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  • [F9]The purchase price paid for the shares of Class B Common Stock was paid in shares of Onex Real Estate Holdings III Inc. The approximate value of such shares was an aggregate amount equal to $21,549,276.

Documents

1 file

Issuer

Skilled Healthcare Group, Inc.

CIK 0001351051

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001274486

Filing Metadata

Form type
4
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:02 PM ET
Size
24.3 KB
View on SEC.gov