SEC Form SC 13G filed by The Pennant Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

The Pennant Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

70805E109
(CUSIP Number)

December 31, 2023
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

*Calculated based on 29,926,501 shares of the Issuer’s Common Stock outstanding, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2023.

**See Item 4.

*Calculated based on 29,926,501 shares of the Issuer’s Common Stock outstanding, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2023.

**See Item 4.

*Calculated based on 29,926,501 shares of the Issuer’s Common Stock outstanding, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2023.

**See Item 4.

*Calculated based on 29,926,501 shares of the Issuer’s Common Stock outstanding, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2023.

**See Item 4.

The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

8 Knots Fund beneficially owns 1,201,222 shares of Common Stock of the Issuer. 8 Knots GP, as the general partner of 8 Knots Fund, may be deemed to beneficially own the Common Stock owned by 8 Knots Fund. Additionally, Scott Green, is an individual and sole managing member of 8 Knots Management. 8 Knots Management, an investment adviser registered with the U.S. Securities and Exchange Commission under Section 203 of the Investment Advisers Act of 1940, serves as investment manager to 8 Knots Fund pursuant to an investment advisory agreement with the 8 Knots Fund. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership over the shares of Common Stock directly owned by 8 Knots Fund, the Sub-Advised Fund (as defined below), and the SMAs (as defined below).

8 Knots Management also serves as a sub-adviser, pursuant to a sub-advisory investment management agreement, to another private investment fund (such sub-advised fund, the “Sub-Advised Fund”) which beneficially owns 138,990 shares of Common Stock. While 8 Knots Management maintains investment discretion with respect to the Sub-Advised Fund, including the Common Stock, the sub-advisory investment management agreement is terminable by the Sub-Advised Fund’s investment manager at any time upon 30 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the Sub-Advised Fund.

In addition, 8 Knots Management serves as an adviser to three separately managed accounts (each, an “SMA”, and collectively, the “SMAs”) pursuant to respective investment management agreements entered into between 8 Knots Management and each SMA. The SMAs beneficially own shares of Common Stock as follows: (i) one SMA beneficially owns 130,877 shares of Common Stock (“C-SMA”), (ii) another SMA beneficially owns 212,149 shares of Common Stock (“SP-SMA”) and (iii) a third SMA beneficially owns 154,254 shares of Common Stock (“V8-SMA”). While 8 Knots Management maintains investment discretion with respect to each of SP-SMA and V8-SMA, including the authority to vote and dispose of the Common Stock on behalf of each SMA, the respective investment management agreements with SP-SMA and V8-SMA are terminable by each such SMA at any time upon 60 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the SP-SMA and V8-SMA. While 8 Knots Management maintains investment discretion with respect to C-SMA, including the authority to vote and dispose of the Common Stock on behalf of C-SMA, the respective investment management agreement with C-SMA is terminable by C-SMA at any time upon 61 days written notice. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership of the Common Stock owned by C-SMA.

Mr. Green, 8 Knots GP, and 8 Knots Management may be deemed to beneficially own 1,201,222 shares of Common Stock reported in this statement beneficially owned by 8 Knots Fund, which represents 4.01% of the Common Stock of the Issuer. 8 Knots Fund holds the right to receive dividends from, or the proceeds from the sale of, all such 1,201,222 shares of Common Stock.

Shares of common stock representing 497,280 shares of Common Stock are held by the SMAs in the aggregate, each of which has the right to receive dividends from, or the proceeds from the sale of, the actual shares held by each such SMA (as set forth in Item 4). Such interest does not relate to more than 5 percent of the outstanding Common Stock.

Each of the Reporting Persons hereby makes the following certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit A  Joint Filing Agreement by and between the Reporting Persons dated February 14, 2024.

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.