XNYS:SKH Skilled Healthcare Group Inc Insider Activity 4 Filing - 5/14/2012

Effective Date 5/14/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Stephens Michael D
  2. Issuer Name and Ticker or Trading Symbol
Skilled Healthcare Group, Inc. [SKH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
27442 PORTOLA PARKWAY, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2012
(Street)

FOOTHILL RANCH, CA 92610
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 05/14/2012   M   30,272 A $ 0 53,109 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (2) 05/14/2012   M     30,272   (3)   (3) Class A Common Stock 30,272 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stephens Michael D
27442 PORTOLA PARKWAY
SUITE 200
FOOTHILL RANCH, CA 92610
  X      

Signatures

 John Mitchell, Attorney-in-fact for Michael Stephens   05/15/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Class A common shares were issued upon the settlement of Restricted Stock Units previously issued to the director.
(2) The Restricted Stock Units were granted to the Reporting Person for no consideration pursuant to the Skilled Healthcare Group Inc Amended and Restated 2007 Incentive Award Plan. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A common stock.
(3) Each Restricted Stock Unit vests one year from the grant date and is settled one year from the grant date unless settlement is otherwise deferred by the director. Mr. Stephens deferred settlement of 15,936 of the Restricted Stock Units that are reflected in this report until his separation from service on the board of directors. Mr. Stephens' service on the board of directors ended when his term expired on May 14, 2012. In conjunction with, and effective upon, his separation from service, our board of directors, which serves as the administrator of the 2007 Incentive Award Plan for awards to non-employee directors, accelerated the vesting of the remaining 14,336 Restricted Stock Units that are reflected in this report (which were granted to Mr. Stephens on August 2, 2011), and all of those Restricted Stock Units were also settled on the date his service on the board of directors ended.

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XNYS:SKH Skilled Healthcare Group Inc Insider Activity 4 Filling

Skilled Healthcare Group Inc XNYS:SKH Stock - Get Insider Activity SEC Filing of Skilled Healthcare Group Inc XNYS:SKH stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNYS:SKH Skilled Healthcare Group Inc Insider Activity 4 Filing - 5/14/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Popularity |  Our Choices Title |  Date |  Company |  Symbol |  Interest |  Popularity

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