SEC Form SC 13G/A filed by Brookdale Senior Living Inc. (Amendment)
$BKD
Hospital/Nursing Management
Health Care
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No.
5)
Brookdale
Senior Living Inc,
(Name of
Issuer)
Common Stock, $0.01 par
value
(Title of Class of
Securities)
112463104
(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:
☐ Rule
13d-1(b)
☒
Rule
13d-1(c)
☐ Rule
13d-1(d)
*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.
The information
required in 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).
Persons who respond to the collection of
information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
required to respond unless the form displays a currently valid OMB control number.
13G
CUSIP No. 112463104
Page 2 of
6
|
|
|
|
1. Names of
Reporting Persons.
Camber Capital
Management LP
42-1693587
|
|
|
2. Check the
Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
|
|
3. SEC Use Only
|
|
|
4. Citizenship or
Place of Organization
Delaware
|
|
|
Number
of Shares
Beneficially Owned by Each Reporting Person With: |
5. Sole Voting
Power
0
shares
|
|
6. Shared Voting
Power
18,733,525
shares
|
|
|
7. Sole Dispositive
Power
0
shares
|
|
|
8. Shared
Dispositive Power
18,733,525
shares
|
|
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
Camber Capital
Management LP –
18,733,525
shares
|
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
|
|
|
11. Percent of
Class Represented by Amount in Row (9)
Camber Capital
Management LP –
9.78%
|
|
|
12. Type of
Reporting Person
Camber Capital
Management LP – 00 (Limited Partnership)
|
|
13G
CUSIP
No. 112463104
Page 3 of
6
|
|
|
|
1. Names of
Reporting Persons.
Stephen
DuBois
Not
applicable
|
|
|
2. Check the
Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
|
|
3. SEC Use Only
|
|
|
4. Citizenship or
Place of Organization
Stephen DuBois
– United States
|
|
|
Number
of Shares
Beneficially Owned by Each Reporting Person With: |
5. Sole Voting
Power
0
shares
|
|
6. Shared Voting
Power
18,733,525
shares
|
|
|
7. Sole Dispositive
Power
0
shares
|
|
|
8. Shared
Dispositive Power
18,733,525
shares
|
|
|
9. Aggregate Amount
Beneficially Owned by Each Reporting Person
Stephen DuBois
– 18,733,525 shares
|
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ☐
|
|
|
11. Percent of
Class Represented by Amount in Row (9)
Stephen
DuBois –
9.78%
|
|
|
12. Type of
Reporting Person
Stephen DuBois
– IN
|
|
13G
CUSIP
No. 112463104
Page 4 of
6
|
|
ITEM 1.
(a) Name of
Issuer:
Brookdale Senior
Living Inc.
(b) Address of
Issuer's Principal Executive Offices:
111 Westwood Place Suite 400, Brentwood, TN 37027ITEM 2.
(a) Name of Person
Filing:
Camber Capital
Management LP
Stephen
DuBois
(b) Address of
Principal Business Office, or if None, Residence:
Camber Capital
Management LP
Stephen
DuBois
101 Huntington
Avenue
Suite
2101
Boston, MA
02199
(c)
Citizenship:
Camber Capital
Management LP –
Delaware
Stephen
DuBois – United
States
(d) Title of Class
of Securities:
Common Stock, $0.01 par value
(e) CUSIP
Number:
112463104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO
SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
|
|
(a)
|
[_]
|
Broker or dealer
registered under Section 15 of the Act (15 U.S.C.
78o).
|
|
|
(b)
|
[_]
|
Bank as defined in
Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
[_]
|
Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
[_]
|
Investment company
registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
|
(e)
|
[_]
|
An investment
adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[_]
|
An employee benefit
plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[_]
|
A parent holding
company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[_]
|
A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
[_]
|
A church plan that
is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
|
(j)
|
[_]
|
Group, in
accordance with ss.240.13d-1(b)(1)(ii)(J).
|
ITEM 4. OWNERSHIP.
Provide the
following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item
1.
(a) Amount
beneficially owned: Camber Capital Management LP –
18,733,525 shares
Stephen DuBois
– 18,733,525 shares
(b) Percent of
class: Camber Capital Management LP –
9.78%
Stephen DuBois
– 9.78%
13G
CUSIP
No. 112463104
Page 5 of
6
|
|
(c) Number of
shares as to which such person has:
(i) Sole power to
vote or to direct the vote
Camber Capital
Management LP – 0 shares
Stephen DuBois
– 0 shares
(ii) Shared power
to vote or to direct the vote
Camber Capital
Management LP – 18,733,525 shares
Stephen DuBois
– 18,733,525
shares
(iii) Sole power to
dispose or to direct the disposition of
Camber Capital
Management LP – 0 shares
Stephen DuBois
– 0 shares
(iv) Shared power
to dispose or to direct the disposition of
Camber Capital
Management LP – 18,733,525
shares
Stephen DuBois
–18,733,525 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
If this statement
is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [
].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
Not
applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
Not
applicable
ITEM 9. NOTICE OF DISSOLUTION OF
GROUP.
13G
CUSIP
No. 112463104
Page 6 of
6
|
|
ITEM 10. CERTIFICATIONS.
The following
certification shall be included if the statement is filed pursuant
to S.240.13d-1(c):
By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above 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 such purpose or effect.
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.
CAMBER CAPITAL
MANAGEMENT LP
By: /s/Sean
George
Sean
George
Chief Financial
Officer
STEPHEN
DUBOIS
By: /s/ Stephen
DuBois
Stephen DuBois,
individually
The original
statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his
signature.