Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
c/o Accretive Health, Inc.
401 North Michigan Avenue
Suite 2700
Chicago, Illinois 60611
312-324-7820
Receive Notices and Communications)
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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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. |
00438V 103 |
(1) | NAME OF REPORTING PERSON: The Deffarges-Brass Family Trust |
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(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||||||||
(b) o | |||||||||||
(3) | SEC USE ONLY | ||||||||||
(4) | SOURCE OF FUNDS | ||||||||||
Not Applicable | |||||||||||
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
The Trust is formed under the laws of the State of California | |||||||||||
(7) | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- shares | ||||||||||
SHARES | (8) | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 4,723,878 shares | ||||||||||
EACH | (9) | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- shares | ||||||||||
WITH | (10) | SHARED DISPOSITIVE POWER | |||||||||
4,723,878 shares | |||||||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
4,723,878 shares | |||||||||||
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.0%1 | |||||||||||
(14) | TYPE OF REPORTING PERSON | ||||||||||
OO |
2
CUSIP No. |
00438V 103 |
(1) | NAME OF REPORTING PERSON: Etienne H. Deffarges |
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(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||||||||
(b) o | |||||||||||
(3) | SEC USE ONLY | ||||||||||
(4) | SOURCE OF FUNDS | ||||||||||
Not Applicable | |||||||||||
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Mr. Deffarges is a citizen of the United States of America | |||||||||||
(7) | SOLE VOTING POWER | ||||||||||
NUMBER OF | 509,600 shares | ||||||||||
SHARES | (8) | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 4,723,878 shares | ||||||||||
EACH | (9) | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 509,600 shares | ||||||||||
WITH | (10) | SHARED DISPOSITIVE POWER | |||||||||
4,723,878 shares | |||||||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,233,478 | |||||||||||
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.5%1 | |||||||||||
(14) | TYPE OF REPORTING PERSON | ||||||||||
IN |
3
CUSIP No. |
00438V 103 |
(1) | NAME OF REPORTING PERSON: Judith M. Brass |
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(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
(3) | SEC USE ONLY | ||||||||||
(4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Ms. Brass is a citizen of the United States of America | |||||||||||
(7) | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- shares | ||||||||||
SHARES | (8) | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 4,723,878 shares | ||||||||||
EACH | (9) | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- shares | ||||||||||
WITH | (10) | SHARED DISPOSITIVE POWER | |||||||||
4,723,878 shares | |||||||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
4,723,878 | |||||||||||
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.0%1 | |||||||||||
(14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
4
Item 5 is hereby amended and restated in its entirety as follows: |
a) | The Trust and Mr. Deffarges and Ms. Brass, as co-trustees of the Trust, are the beneficial owners of 4,723,878 shares of Common Stock, or 5.0% of the Common Stock of the Company based upon 95,253,864 shares of Common Stock outstanding as of March 16, 2011. Additionally, Mr. Deffarges is the beneficial owner of 127,400 shares of Common Stock issued upon exercise of options on March 16, 2011, and is deemed to beneficially own 382,200 shares of Common Stock issuable pursuant to an option exercisable within 60 days of the date hereof, which together represent less than one percent of the shares of Common Stock outstanding as of March 16, 2011. | ||
b) | The Trust, Mr. Deffarges and Ms. Brass have shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of, 4,723,878 shares of Common Stock held, of record, by the Trust. Mr. Deffarges has sole power to vote or direct the vote, and sole power to dispose or to direct the disposition of, 127,400 shares of Common Stock and 382,200 shares of Common Stock which he is deemed to beneficially own. | ||
c) | On March 24, 2011, the Company commenced a public offering of Common Stock by certain selling stockholders (the Selling Stockholders), including the Trust. On March 30, 2011, the Selling Stockholders sold an aggregate of 7,475,000 shares of Common Stock of the Company pursuant to an Underwriting Agreement, dated March 24, 2011 (the Underwriting Agreement), by and among the Company, Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters identified therein (the Underwriters), and the Selling Stockholders. Pursuant to the Underwriting Agreement, the Trust sold 540,000 shares of Common Stock to the Underwriters at a price per share of $22.4425. | ||
In connection with the public offering, the Trust entered into a lock-up agreement, dated as of March 9, 2011 (the Lock-up Agreement), pursuant to which the Trust agreed with the Underwriters, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, options or warrants to purchase shares of Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereafter acquired, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock during the period from March 24, 2011 continuing through the date 90 days after March 24, 2011, as modified as described below, except with the prior written consent of Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, on behalf of the Underwriters. |
5
The 90-day restricted period will be automatically extended under the following circumstances: |
| if, during the last 17 days of the 90-day restricted period, the Company issues an earnings release or announce material news or a material event, the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event; or | ||
| if, prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release. |
Notwithstanding the foregoing, the automatic extension of the 90-day restricted period will not apply if, as of the expiration of the restricted period, shares of the Companys Common Stock are actively traded securities as certified by the Company to the Underwriters representatives. |
d) | To the best knowledge of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by each of the respective Reporting Persons. | ||
e) | Not Applicable |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Exhibit D
|
Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Companys Registration Statement on Form S-1 (File No. 333-172707)). | |
Exhibit E
|
Form of Lock-up Agreement. |
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The Deffarges-Brass Family Trust |
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/s/ Etienne H. Deffarges | ||||
By: | Etienne H. Deffarges | |||
Co-Trustee | ||||
/s/ Etienne H. Deffarges | ||||
Etienne H. Deffarges | ||||
/s/ Judith M. Brass | ||||
Judith M. Brass | ||||
7
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: | Accretive Health, Inc. Lock-Up Agreement |
8
Very truly yours, | ||
9