UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Note | Â (7) | 12/15/2024 | Common Stock | 203,940 | $ (8) | I | See Footnote (1) (9) |
Convertible Note | Â (7) | 12/15/2024 | Common Stock | 3,261,819 | $ (8) | I | See Footnote (2) (9) |
Convertible Note | Â (7) | 12/15/2024 | Common Stock | 1,385,455 | $ (8) | I | See Footnote (3) (9) |
Convertible Note | Â (7) | 12/15/2024 | Common Stock | 160,303 | $ (8) | I | See Footnote (4) (9) |
Convertible Note | Â (7) | 12/15/2024 | Common Stock | 934,394 | $ (8) | I | See Footnote (5) (9) |
Convertible Note | Â (7) | 12/15/2024 | Common Stock | 13,182 | $ (8) | I | See Footnote (6) (9) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GLENVIEW CAPITAL MANAGEMENT LLC 767 FIFTH AVENUE 44TH FLOOR NEW YORK, NY 10153 |
 |  X |  |  |
ROBBINS LAWRENCE M 767 FIFTH AVENUE, 44TH FLOOR NEW YORK, NY 10153 |
 |  |  CEO of Glenview Capital Mgt. |  |
/s/ Lawrence M. Robbins, CEO of Glenview Capital Management, LLC | 06/03/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 $0.01 per shares ("Shares"), are held for the account of Glenview Capital Partners, L.P., a Delaware limited partnership ("Glenview Capital Partners"). Glenview Capital Management, LLC, a Delaware limited liability company ("Glenview Capital Management") serves as investment manager for Glenview Capital Partners. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. |
(2) | These shares are held for the account of Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company ("Glenview Capital Master Fund"). Glenview Capital Management serves as the investment manager for Glenview Capital Master Fund. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. |
(3) | These shares are held for the account of Glenview Institutional Partners, L.P., a Delaware limited partnership ("Glenview Institutional Partners"). Glenview Capital Management serves as the investment manager for Glenview Institutional Partners. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. |
(4) | These shares are held for the account of GCM Little Arbor Institutional Partners, L.P., a Delaware limited partnership ("GCM Little Arbor Institutional Partners"). Glenview Capital Management serves as the investment manager for GCM Little Arbor Institutional Partners. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. |
(5) | These shares are held for the account of GCM Little Arbor Master Fund, Ltd., a Cayman Islands exempted company ("GCM Little Arbor Master Fund"). Glenview Capital Management serves as the investment manager for GCM Little Arbor Master Fund. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. |
(6) | These shares are held for the account of GCM Little Arbor Partners, L.P., a Delaware limited partnership ("GCM Little Arbor Partners"). Glenview Capital Management serves as the investment manager for GCM Little Arbor Partners. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. |
(7) | These convertible notes are convertible into Shares within at least sixty days. |
(8) | The conversion ratio of the convertible notes is 0.1515152 (e.g., for every $1,000 of notes, the reporting persons are entitled to obtain 151.5152 shares). |
(9) | As a result, each of the reporting persons may be deemed to be a beneficial owner of the securities held by Glenview Capital Partners, Glenview Capital Master Fund, Glenview Institutional Partners, GCM Little Arbor Institutional Partners, GCM Little Arbor Master Fund and GCM Little Arbor Partners (the "Funds") for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934. Mr. Robbins and Glenview Capital Management disclaim beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in the securities owned by the Funds except to the extent, if any, of their pecuniary interest therein. |