SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ONEX CORP (Last) (First) (Middle) 161 BAY STREET (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/13/2012	3. Issuer Name and Ticker or Trading Symbol Skilled Healthcare Group, Inc. [ SKH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	05/14/2007	(2)	Class A Common Stock	14,750,623	(4)	I	See Footnotes(3)(7)
Class B Common Stock(1)	05/14/2007	(2)	Class A Common Stock	3,388,251(5)(6)	(4)	D

1. Name and Address of Reporting Person* ONEX CORP (Last) (First) (Middle) 161 BAY STREET (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHWARTZ GERALD W (Last) (First) (Middle) 161 BAY STREET 49TH FLOOR (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Onex Real Estate Holdings III Inc. (Last) (First) (Middle) 421 LEADER STREET (Street) MARION OH 43302 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Onex Skilled Holdings II Ltd (Last) (First) (Middle) 6C RUE GABRIEL LIPPMANN L-5365 MUNSBACH (Street) GRAND DUCHY OF LUXEMBOURG (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time, at the option of the holder, for one share of Class A Common Stock of the issuer.

2. No expiration.

3. 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 Corporation's ownership of all of the common stock of Onex Real Estate Holdings III Inc.

4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

5. 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 6)

6. 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.

7. 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 (3), (5) and (6). 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.

	/s/ Donald West, Vice President of Onex Real Estate Holdings III Inc.	09/24/2012
	/s/ Andrea E. Daly and /s/ Donald W. Lewtas, Vice President, General Counsel and Secretary and Chief Financial Officer, respectively of Onex Corporation	09/24/2012
	/s/ Donald West, Class A Manager of Onex Skilled Holdings II Limited SARL	09/24/2012
	/s/ Donald Lewtas, attorney-in-fact for Gerald W. Schwartz. "Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed by Gerald W. Schwartz on September 10, 1996."	09/24/2012
	** Signature of Reporting Person	Date
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