| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
The Pennant Group, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
70805E109 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 70805E109 |
| 1 | Names of Reporting Persons 8 Knots 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,432,710.00 | ||||||||
| 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) 7.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
See Item 4
SCHEDULE 13G |
| CUSIP No. | 70805E109 |
| 1 | Names of Reporting Persons Scott Green | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,432,710.00 | ||||||||
| 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) 7.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
See Item 4
SCHEDULE 13G |
| CUSIP No. | 70805E109 |
| 1 | Names of Reporting Persons 8 Knots Fund, LP | ||||||||
| 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,495,996.00 | ||||||||
| 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) 4.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
See Item 4
SCHEDULE 13G |
| CUSIP No. | 70805E109 |
| 1 | Names of Reporting Persons 8 Knots GP, LP | ||||||||
| 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,495,996.00 | ||||||||
| 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) 4.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
See Item 4
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: The Pennant Group, Inc. | |
| (b) | Address of issuer's principal executive
offices: 1675 East Riverside Drive, Suite 150, Eagle, Idaho 83616 | |
| Item 2. | ||
| (a) | Name of person filing: This Statement is filed by each of the entities and persons listed below, all of whom together are referred to as the "Reporting Persons":
(i) 8 Knots Fund, LP, a Delaware limited partnership ("8 Knots Fund"). 8 Knots GP (as defined below) is the general partner of 8 Knots Fund.
(ii) 8 Knots GP, LP, a Delaware limited partnership ("8 Knots GP"). 8 Knots Management (as defined below) is the general partner of 8 Knots GP.
(iii) 8 Knots Management, LLC, a Delaware limited liability company ("8 Knots Management"). Scott Green is the managing member of 8 Knots Management.
(iv) Scott Green is the sole member and managing member of 8 Knots Management. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is:
c/o 8 Knots Management
4530 Woodfin Drive
Dallas, Texas 75220 | |
| (c) | Citizenship: (i) 8 Knots Fund is a Delaware limited partnership.
(ii) 8 Knots GP is a Delaware limited partnership.
(iii) 8 Knots Management is a Delaware limited liability company.
(iv) Scott Green is a citizen of the United States. | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 70805E109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The information in Item 4(b) and 4(c) is incorporated herein by reference.
8 Knots Fund beneficially owns 1,495,996 shares of Common Stock of the Issuer. 8 Knots GP, as the general partner of 8 Knots Fund, may be deemed to beneficially own the Common Stock owned by 8 Knots Fund. Additionally, Scott Green, is an individual and sole managing member of 8 Knots Management. 8 Knots Management, an investment adviser registered with the U.S. Securities and Exchange Commission under Section 203 of the Investment Advisers Act of 1940, serves as investment manager to 8 Knots Fund pursuant to an investment advisory agreement with the 8 Knots Fund. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership over the shares of Common Stock directly owned by 8 Knots Fund, the Sub-Advised Fund (as defined below), and the SMAs (as defined below).
8 Knots Management also serves as a sub-adviser, pursuant to a sub-advisory investment management agreement, to another private investment fund (such sub-advised fund, the "Sub-Advised Fund") which beneficially owns 103,987 shares of Common Stock. While 8 Knots Management maintains investment discretion with respect to the Sub-Advised Fund, including the Common Stock, the sub-advisory investment management agreement is terminable by the Sub-Advised Fund's investment manager at any time upon 30 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the Sub-Advised Fund.
8 Knots Management serves as an adviser to five separately managed accounts (each, an "SMA", and collectively, the "SMAs") pursuant to respective investment management agreements entered into between 8 Knots Management and each SMA. The SMAs beneficially own shares of Common Stock as follows: (i) one SMA beneficially owns 142,367 shares of Common Stock ("SMA-1"), (ii) another SMA beneficially owns 109,907 shares of Common Stock ("SMA-2"), (iii) a third SMA beneficially owns 155,939 shares of Common Stock ("SMA-3"), (iv) a fourth SMA beneficially owns 305,104 shares of Common Stock ("SMA-4"), and (v) a fifth SMA beneficially owns 199,410 shares of Common Stock ("SMA-5"). While 8 Knots Management maintains investment discretion with respect to each of SMA-1, SMA-3, SMA-4, and SMA-5, including the authority to vote and dispose of the Common Stock on behalf of each SMA, the respective investment management agreements with SMA-1, SMA-3, SMA-4, and SMA-5 are terminable by each such SMA at any time upon 60 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the SMA-1, SMA-3, SMA-4, and SMA-5. While 8 Knots Management maintains investment discretion with respect to SMA-2, including the authority to vote and dispose of the Common Stock on behalf of SMA-2, the respective investment management agreement with SMA-2 is terminable by SMA-2 at any time upon 61 days written notice. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership of the Common Stock owned by SMA-2.
The percentages herein are calculated based on 34,348,369 shares of the Issuer's Common Stock outstanding, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2024. | |
| (b) | Percent of class: The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) is incorporated herein by reference.
8 Knots Management LLC - 7.08%
Scott Green - 7.08%
8 Knots Fund GP, LP - 4.36%
8 Knots Fund, LP - 4.36% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
8 Knots Management LLC - 7.08%
Scott Green - 7.08%
8 Knots Fund GP, LP - 4.36%
8 Knots Fund, LP - 4.36% | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
8 Knots Management LLC - 2,432,710
Scott Green - 2,432,710
8 Knots Fund GP, LP - 1,495,996
8 Knots Fund, LP - 1,495,996 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Mr. Green, 8 Knots GP, and 8 Knots Management may be deemed to beneficially own 1,495,996 shares of Common Stock reported in this statement beneficially owned by 8 Knots Fund, which represents 4.36% of the Common Stock of the Issuer. 8 Knots Fund holds the right to receive dividends from, or the proceeds from the sale of, all such 1,495,996 shares of Common Stock.
Shares of common stock representing 832,727 shares of Common Stock are held by the SMAs in the aggregate, each of which has the right to receive dividends from, or the proceeds from the sale of, the actual shares held by each such SMA (as set forth in Item 4). Such interest does not relate to more than 5 percent of the outstanding Common Stock. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit
Information |
Exhibit A Joint Filing Agreement by and between the Reporting Persons dated February 14, 2025. |