Stonehill Capital Management SC 13G Veradigm / STONEHILL CAPITAL MANAGEMENT ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

Veradigm Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

01988P108

(CUSIP Number)

February 28, 2024

(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 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).

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Stonehill Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware, USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IA

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Stonehill Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  9,656,893
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  9,656,893

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  9,656,893
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  8.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  CO

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Stonehill Institutional Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware, USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  11,485,090
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  11,485,090

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  11,485,090
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  10.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  PN

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  John Motulsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Jonathan Sacks
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Peter Sisitsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Michael Thoyer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Michael Stern
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Samir Arora
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

CUSIP No. 01988P108

1	NAMES OF REPORTING PERSONS  Garrett Zwahlen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  USA

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER  0
	6	SHARED VOTING POWER  21,141,983
	7	SOLE DISPOSITIVE POWER  0
	8	SHARED DISPOSITIVE POWER  21,141,983

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  21,141,983
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  19.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN, HC

ITEM 1(a). NAME OF ISSUER:

Veradigm Inc. (the “Issuer).

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

222 Merchandise Mart, Chicago IL 60654

ITEM 2(a). NAME OF PERSON FILING:

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):

(i)	Stonehill Capital Management LLC (“Management”)
(ii)	Stonehill Master Fund Ltd. (“Master Fund”)
(iii)	Stonehill Institutional Partners, L.P. (“Fund”)
(iv)	John Motulsky (“Motulsky”)
(v)	Jonathan Sacks (“Sacks”)
(vi)	Peter Sisitsky (“Sisitsky”)
(vii)	Michael Thoyer (“Thoyer”)
(viii)	Michael Stern (“Stern”)
(ix)	Samir Arora (“Arora”)
(x)	Garrett Zwahlen (“Zwahlen”)

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

c/o Stonehill Capital Management LLC

320 Park Avenue, 26^th Floor

New York, NY 10022

ITEM 2(c). CITIZENSHIP:

Management:	Delaware limited liability company
Master Fund:	Cayman Island corporation
Fund:	Delaware limited partnership
Motulsky:	US Citizen
Sacks:	US Citizen
Sisitsky:	US Citizen
Thoyer:	US Citizen
Stern:	US Citizen
Arora:	US Citizen
Zwahlen:	US Citizen

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Common stock, par value $0.01 per share (the “Common Stock”)

ITEM 2(e). CUSIP NUMBER:

01988P108

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C) CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

ITEM 4. OWNERSHIP:

The information in items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4. The percentages set forth on the cover pages are based on an aggregate of 108,398,418 shares of Common Stock outstanding, as reported by the Issuer in its Current Report on Form 8-K filed on March 1, 2024, and assumes the conversion of the 0.875% Convertible Senior Notes due 2027 of the Issuer (the “Notes”) held by the Reporting Persons at the conversion rate of 75.0962 shares of common stock per $1,000 principal amount of the Notes (subject to adjustment pursuant to the terms of the Notes).

The Master Fund directly holds 9,612,586 shares of Common Stock and an aggregate principal amount of $590,000 of the Notes. The Fund directly holds 11,435,151shares of Common Stock and an aggregate principal amount of $665,000 of the Notes. Management is the manager of the Fund and the Master Fund. Motulsky, Sacks, Sisitsky, Thoyer, Stern, Arora and Zwahlen are the managing members of Management.

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 Persons have 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:

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10. CERTIFICATION

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 that purpose or effect.

SIGNATURES

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.

Dated: March 4, 2024

STONEHILL CAPITAL MANAGEMENT LLC*

By:	/s/ Paul D. Malek
	Paul D. Malek
	An Authorized Signatory of a Member
STONEHILL MASTER FUND LTD.*
By:	/s/ Paul D. Malek
	Paul D. Malek
	An Authorized Signatory of Stonehill General Partner, LLC, its investment adviser
STONEHILL INSTITUTIONAL PARTNERS, L.P.*
By:	/s/ Paul D. Malek
	Paul D. Malek
	An Authorized Signatory of Stonehill General Partner, LLC, its general partner
JOHN MOTULSKY*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for John Motulsky
JONATHAN SACKS*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Jonathan Sacks
PETER SISITSKY*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Peter Sisitsky
MICHAEL THOYER*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Michael Thoyer
MICHAEL STERN*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Michael Stern
SAMIR ARORA*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Samir Arora
GARRETT ZWAHLEN*
/s/ Paul D. Malek
Paul D. Malek
Attorney-in-Fact for Garrett Zwahlen

* The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.