Brookdale Senior Living (BKD) Form 3 Brookdale Senior Living / LARRY ROBBINS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

GLENVIEW CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

767 FIFTH AVENUE

44TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2019

3. Issuer Name and Ticker or Trading Symbol
Brookdale Senior Living Inc. [ BKD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,633,572	I(1)(2)	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (right to buy)(3)(4)	02/11/2022	02/11/2022	Common Stock	4,088,400	0	I(1)(2)	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

GLENVIEW CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

767 FIFTH AVENUE

44TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROBBINS LARRY

(Last) (First) (Middle)

767 FIFTH AVENUE

44TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

Explanation of Responses:

1. These shares of the Issuer's Common Stock (the "Shares") and call options ("Options") are held for the accounts of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Glenview Capital Management, LLC serves as investment manager to each of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management, LLC.

2. Each Reporting Person disclaims beneficial ownership of the Shares and Options except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

3. The Reporting Persons do not have the right to exercise the Options within 60 days, do not have direct or indirect voting power or investment power over the Shares underlying the Options, and do not have the right to acquire such power over such Shares within 60 days. Further, the Reporting Persons do not believe they have acquired the Shares or Options with the purpose or effect of changing or influencing the control of the Issuer or in connection with or as a participant in any transaction having such purpose or effect.

4. Notwithstanding, based on Rule 13d-3(d) under the Exchange Act, the Reporting Persons began including the Shares underlying the Options in their beneficial ownership calculation as of the date of their Schedule 13D, and accordingly are filing this Form 3. Excluding the Options, the Reporting Persons are not over-10% beneficial owners, and are not otherwise subject to section 16 the Exchange Act, with respect to the Shares, and the filing of this Form 3 should not be construed as an admissions that the Reporting Persons are, for purposes of section 13 or section 16 of the Act, the beneficial owners of any Shares underlying the Options.

Remarks:

Exhibit List: The Power of Attorney filed as Exhibit B to the Schedule 13D filed by the Reporting Persons on September 27, 2019 is incorporated herein by reference.

	/s/ Mark J. Horowitz, Co-President of Glenview Capital Management, LLC	09/27/2019
	/s/ Mark J. Horowitz, attorney-in-fact for Larry Robbins	09/27/2019
	** Signature of Reporting Person	Date
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