Amendment: SEC Form SCHEDULE 13D/A filed by Butterfly Network Inc.
$BFLY
Medical Electronics
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Butterfly Network, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
124155102 (CUSIP Number) |
Mark Horowitz Glenview Capital Management, LLC, 767 Fifth Avenue, 44th Floor New York, NY, 10153 (212) 812-4700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 124155102 |
| 1 |
Name of reporting person
GLENVIEW CAPITAL MANAGEMENT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,668,477.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Shared voting power and shared dispositive power includes (i) 9,955,144 shares of Common Stock held directly by the Glenview Funds and (ii) 1,713,333 shares of Common Stock issuable to the Glenview Funds upon exercise of the Private Placement Warrants.
(2) Percent of class is calculated based on 220,861,993 shares of Common Stock outstanding as of April 21, 2025, as reported in the Issuer's Form 10-Q filed on May 2, 2025, plus the shares of Common Stock the Reporting Person has the right to acquire, which shares have been added to the total shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
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| CUSIP No. | 124155102 |
| 1 |
Name of reporting person
ROBBINS LARRY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,634,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(3) Sole voting power and sole dispositive power includes (i) 21,645 shares of Common Stock that Mr. Robbins has the right to acquire upon exercise of stock options and (ii) 80,434 shares of Common Stock underlying unvested restricted stock units that were granted to Mr. Robbins, which vest in full on the date of the Issuer's 2026 Annual Stockholders Meeting, subject to Mr. Robbins' continued service on the Issuer's board of directors on such date.
(4) Shared voting power and shared dispositive power includes (i) 9,955,144 shares of Common Stock held directly by the Glenview Funds (ii) 4,546,687 shares of Common Stock held directly by Longview Investors LLC, (iii) 3,032,600 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants and (iv) 1,713,333 shares of Common Stock issuable to the Glenview Funds upon exercise of the Private Placement Warrants.
(5) Percent of class is calculated based on 220,861,993 shares of Common Stock outstanding as of April 21, 2025, as reported in the Issuer's Form 10-Q filed on May 2, 2025, plus the shares of Common Stock the Reporting Person has the right to acquire, which shares have been added to the total shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Butterfly Network, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1600 District Avenue, Burlington,
MASSACHUSETTS
, 01803. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 5 ("Amendment No. 5") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined herein) and Longview Investors LLC ("Longview") with the U.S. Securities and Exchange Commission (the "SEC") on February 17, 2021, as amended by Amendment No. 1, filed with the SEC on March 30, 2021, Amendment No. 2, filed with the SEC on March 11, 2022, Amendment No. 3, filed with the SEC on February 14, 2023, and Amendment No. 4, filed with the SEC on September 3, 2024 (collectively, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Common Stock"), of Butterfly Network, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 1600 District Avenue, Burlington, MA 01803. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On June 13, 2025, Mr. Robbins was granted 80,434 shares of unvested restricted stock units, each representing the right to receive one share of Common Stock upon vesting, which vest in full on the date of the Issuer's 2026 Annual Stockholders Meeting, subject to Mr. Robbins' continued service on the Issuer's board of directors on such date. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 of the cover pages of the Schedule 13D are incorporated herein by reference. | |
| (b) | Items 7-10 of the cover pages of the Schedule 13D are incorporated herein by reference. | |
| (c) | Except as described in Item 4 of this Amendment No. 5, the Reporting Persons have not effected any transactions with respect to the Common Stock during the past 60 days. | |
| (d) | The Glenview Funds are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported in this Schedule 13D as beneficially owned by Glenview (and indirectly beneficially owned by Mr. Robbins). | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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