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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
MultiPlan Corp (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
62548M209 (CUSIP Number) |
Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue Los Angeles, CA, 90071-7986 (213) 229-7986 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
Green Equity Investors VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
Green Equity Investors Side VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
LGP Associates VI-A LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
LGP Associates VI-B LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
GEI Capital VI, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
Green VI Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
Leonard Green & Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
LGP Management, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 62548M209 |
| 1 |
Name of reporting person
Peridot Coinvest Manager LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
778,583.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(Limited Liability Company)
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
MultiPlan Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
115 FIFTH AVENUE, NEW YORK,
NEW YORK
, 10003. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") relates to shares of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of Multiplan Corporation, a Delaware corporation (the "Issuer"). This Amendment is being filed to report a change in the number of shares held by the Reporting Persons as a result of the sale of shares of Common Stock by the Reporting Persons.
This Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five percent of the Common Stock of the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
(a) As of the date of this statement, (i) GEI VI is the record owner of 475,393 shares of Common Stock, (ii) GEI Side VI is the record owner of 283,334 shares of Common Stock, (iii) Associates VI-A is the record owner of 1,269 shares of Common Stock, and (iv) Associates VI-B is the record owner of 18,587 shares of Common Stock.
| |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Item 2 and the cover page of this Schedule 13D is hereby incorporated by reference into this Item 5. | |
| (b) | The information set forth in Item 2 and the cover page of this Schedule 13D is hereby incorporated by reference into this Item 5. | |
| (c) | On January 3, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 3,053, 1,820, 8 and 119 shares of Common Stock, respectively, at a weighted-average price of $14.06 per share. On January 6, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 20,372, 12,142, 54 and 796 shares of Common Stock, respectively, at a weighted-average price of $12.22 per share. On January 7, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 14,288, 8,516, 38 and 558 shares of Common Stock, respectively, at a weighted-average price of $12.11 per share. On January 8, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 9,831, 5,859, 26 and 384 shares of Common Stock, respectively, at a weighted-average price of $12.30 per share. On January 10, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 7,022, 4,185, 19 and 274 shares of Common Stock, respectively, at a weighted-average price of $12.34 per share. On January 13, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 35,353, 21,071, 94 and 1,382 shares of Common Stock, respectively, at a weighted-average price of $13.98 per share. On January 14, 2025, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B sold 21,615, 12,882, 58 and 845 shares of Common Stock, respectively, at a weighted-average price of $14.71 per share. | |
| (d) | Not applicable. | |
| (e) | As of the date of this Amendment, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock. | |
| 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.
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