05/21/2026 | Press release | Distributed by Public on 05/21/2026 15:44
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Cash-Settled Swaps(10) | $58.29 | 05/21/2026 | S | 378,000 | 08/16/2024 | 09/16/2027 | Common Stock | 378,000 | $93.311 | 0 | I | Held by Glenview Investment Funds(3)(11) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ROBBINS LARRY 520 MADISON AVENUE, 33RD FLOOR NEW YORK, NY 10022 |
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| /s/ Larry M. Robbins | 05/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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 (the "Shares") are held for the accounts of Glenview Capital Master Fund, Ltd., Glenview Offshore Opportunity Master Fund, Ltd. (the "GO Fund"), Glenview Healthcare Master Fund, L.P., and GCM Suggestivist I Master Fund, L.P. (collectively, the "Glenview Investment Funds"). |
| (2) | This price reflects the weighted average price for open-market sales of Shares on May 19, 2026 within a $1.00 range. The actual prices for these transactions range from $94.18 to $95.175, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (3) | The Reporting Person disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein. |
| (4) | The Glenview Investment Funds are the record holders of the Shares. The Reporting Person is the Founder, Portfolio Manager and CIO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. The Reporting Person shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares. |
| (5) | This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $93.25 to $94.19, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (6) | This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $94.25 to $95.245, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (7) | This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $95.25 to $96.21, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (8) | This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $96.25 to $96.34, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (9) | This price reflects the weighted average price for open-market sales of Shares on May 21, 2026 within a $1.00 range. The actual prices for these transactions range from $93.125 to $93.83, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (10) | These cash-settled swaps reference shares of the Issuer's common stock (the "Swaps") and are held for the account of the GO Fund. |
| (11) | The GO Fund is the record holder of the Swaps. The Reporting Person is the Founder, Portfolio Manager and CIO of Glenview Capital Management, LLC, which serves as investment manager to the GO Fund. The Reporting Person shares voting and dispositive power over the Swaps held by the GO Fund and may be deemed to beneficially own such Swaps. |