12/05/2025 | Press release | Distributed by Public on 12/05/2025 16:41
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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ROBBINS LARRY 767 FIFTH AVENUE, 44TH FLOOR NEW YORK, NY 10153 |
X | X | ||
| /s/ Larry Robbins | 12/05/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | These shares of the Issuer's Common Stock, par value $0.0001 per share (the "Shares") were purchased by Glenview Capital Master Fund, Ltd., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Healthcare Master Fund, L.P. (collectively, the "Glenview Investment Funds"). |
| (2) | This price reflects the weighted average price for open-market purchases of Shares on December 3, 2025 within a $1.00 range. The actual prices for these transactions range from $2.83 to $2.97, inclusive. Mr. Robbins further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price. |
| (3) | This price reflects the weighted average price for open-market purchases of Shares on December 4, 2025 within a $1.00 range. The actual prices for these transactions range from $2.865 to $3.06, inclusive. Mr. Robbins further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price. |
| (4) | This price reflects the weighted average price for open-market purchases of Shares on December 5, 2025 within a $1.00 range. The actual prices for these transactions range from $3.0123 to $3.06, inclusive. Mr. Robbins further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price. |
| (5) | The Glenview Investment Funds are the record holders of these Shares. Mr. Robbins is the Founder, Portfolio Manager and CEO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. Mr. Robbins shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares. |
| (6) | Longview Investors LLC ("Longview"), or its affiliates, is the record holder of these securities. Mr. Robbins is the managing member of Longview. Mr. Robbins shares voting and dispositive power over the securities held by Longview and may be deemed to beneficially own such securities. |
| (7) | Mr. Robbins disclaims beneficial ownership over any securities owned by Longview and the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein. |
| (8) | Includes 80,434 unvested restricted stock units ("RSUs"). Each RSU represents the right to receive one Share upon vesting. The RSUs vest in full on the date of the Issuer's 2026 Annual Stockholders Meeting, subject to Mr. Robbins' continued service on the Board of Directors on such date. |