SEC Form SC 13G/A filed by Alignment Healthcare Inc. (Amendment)

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 the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Warburg Pincus Private Equity XII, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  11,544,243

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,544,243

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,544,243

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  6.16%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus Private Equity XII-B, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  2,316,160

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,316,160

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,316,160

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.24%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus Private Equity XII-D, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  333,184

  Sole Dispositive Power

  0

  Shared Dispositive Power

  333,184

  Aggregate Amount Beneficially Owned by Each Reporting Person

  333,184

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.18%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus Private Equity XII-E, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,901,606

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,901,606

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,901,606

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.02%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  WP XII Partners, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  622,816

  Sole Dispositive Power

  0

  Shared Dispositive Power

  622,816

  Aggregate Amount Beneficially Owned by Each Reporting Person

  622,816

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.33%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus XII Partners, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,204,770

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,204,770

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,204,770

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.64%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  New York

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  OO

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus XII, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  OO

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  WP Global LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus Partners II, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus Partners II Holdings, L.P.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  OO

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus Partners GP LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

  Names of Reporting Persons

  Warburg Pincus & Co.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  New York

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  17,992,779

  Sole Dispositive Power

  0

  Shared Dispositive Power

  17,992,779

  Aggregate Amount Beneficially Owned by Each Reporting Person

  17,992,779

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.61%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q filed on November 3, 2022.

1100 W. Town and Country Road, Suite 1600

Orange, CA 92868

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

1. Warburg Pincus Private Equity XII, L.P. (“WP XII”)

2. Warburg Pincus Private Equity XII-B, L.P. (“WP XII-B”)

3. Warburg Pincus Private Equity XII-D, L.P. (“WP XII-D”)

4. Warburg Pincus Private Equity XII-E, L.P. (“WP XII-E”)

5. WP XII Partners, L.P. (“WP XII Partners”)

6. Warburg Pincus XII Partners, L.P. (“Warburg Pincus XII Partners,” and, together with WP XII, WP XII-B, WP XII-D, WP XII-E, and WP XII Partners, the “WP XII Funds”)

7. Warburg Pincus LLC (“WP LLC”), a registered investment adviser and the manager of the WP XII Funds

8. Warburg Pincus XII, L.P. (“WP XII GP”), general partner of the WP XII Funds

9. WP Global LLC (“WP Global”), general partner of WP XII GP

10. Warburg Pincus Partners II, L.P. (“WPP II”), managing member of WP Global

11. Warburg Pincus Partners II Holdings, L.P. (“WPP II Holdings”), a limited partner of WPP II

12. Warburg Pincus Partners GP LLC (“WPP GP”), general partner of WPP II and WPP II Holdings

13. Warburg Pincus & Co. (“WP”), managing member of WPP GP

For all Reporting Persons:

450 Lexington Avenue

New York, New York 10017, U.S.A.

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

WP XII directly holds 11,544,243 shares of Common Stock, WP XII-B directly holds 2,316,160 shares of Common Stock, WP XII-D directly holds 333,184 shares of Common Stock, WP XII-E directly holds 1,901,606 shares of Common Stock, WP XII Partners directly holds 622,816 shares of Common Stock, and Warburg Pincus XII Partners directly holds 1,204,770 shares of Common Stock.

WP LLC is a registered investment adviser and the manager of the WP XII Funds, WP XII GP is the general partner of the WP XII Funds, WP Global is the general partner of WP XII GP, WPP II is the managing member of WP Global, WPP II Holdings is a limited partner of WPP II, WPP GP is the general partner of WPP II and WPP II Holdings, and WP is the managing member of WPP GP. Accordingly, each of the above may be deemed to have beneficial ownership over the 17,922,779 shares of Common Stock held by WP XII Funds, constituting 9.61% of the Issuer’s outstanding Common Stock. Investment and voting decisions by each of the foregoing with respect to such shares of Common Stock are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the reported securities.

All calculations of percentage ownership are based on 187,260,981 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s form 10-Q filed November 3, on 2022.

This filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.