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
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Community Health Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
203668108
(CUSIP Number)
Kamran Moghtaderi, Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022, 212-271-4211
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2023
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s 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. 203668108 | 13G | Page 2 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS 47-5115829 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC USE
ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 8,774,751 | ||
| 6. | SHARED
VOTING POWER 240,878* | |||
| 7. | SOLE
DISPOSITIVE POWER 8,774,751 | |||
| 8. | SHARED
DISPOSITIVE POWER 240,878* |
| < /font> | ||||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,015,629 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%** |
|||
| 12. | TYPE OF
REPORTING PERSON (see instructions) IA |
*See Item 4 of the Schedule 13G
| CUSIP No. 203668108 | 13G | Page 3 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS 27-4616328 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC USE
ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 7,146,780 | ||
| 6. | SHARED
VOTING POWER 0 | |||
| 7. | SOLE
DISPOSITIVE POWER 7,146,780 | |||
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,146,780 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
|||
| 12. | TYPE OF
REPORTING PERSON (see instructions) OO |
*See Item 4 of the Schedule 13G
| CUSIP No. 203668108 | 13G | Page 4 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS 27-4616673 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC USE
ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 7,146,780 | ||
| 6. | SHARED
VOTING POWER 0 | |||
| 7. | SOLE
DISPOSITIVE POWER 7,146,780 | |||
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,146,780 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
|||
| 12. | TYPE OF
REPORTING PERSON (see instructions) PN |
*See Item 4 of the Schedule 13G
| CUSIP No. 203668108 | 13G | Page 5 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS 81-4423039 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC USE
ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 8,774,751 | ||
| 6. | SHARED
VOTING POWER 240,878* | |||
| 7. | SOLE
DISPOSITIVE POWER 8,774,751 | |||
| 8. | SHARED
DISPOSITIVE POWER 240,878* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,015,629 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%** |
|||
| 12. | TYPE OF
REPORTING PERSON (see instructions) HC |
*See Item 4 of the Schedule 13G
| CUSIP No. 203668108 | 13G | Page 6 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC USE
ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 8,774,751 | ||
| 6. | SHARED
VOTING POWER 240,878* | |||
| 7. | SOLE
DISPOSITIVE POWER 8,774,751 | |||
| 8. | SHARED
DISPOSITIVE POWER 240,878* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,015,629 |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7%** |
|||
| 12. | TYPE OF
REPORTING PERSON (see instructions) IN, HC |
*See Item 4 of the Schedule 13G
| CUSIP No. 203668108 | 13G | Page 7 of 10 Pages |
Item 1.
| (a) | Name of Issuer Community Health Systems, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices Franklin, TN 37067 | |
Item 2.
| (a) | Name of Person Filing
This statement is jointly filed by and on behalf of Eversept Partners, L.P., a Delaware limited partnership (the “Investment Manager”), Eversept GP, LLC, a Delaware limited liability company (the “Fund GP”), Eversept Global Healthcare Fund, L.P., a Delaware limited partnership (the “Fund”), Eversept 1 LLC, a Delaware limited liability company (the “IM GP”) and Kamran Moghtaderi (collectively referred herein as “Reporting Persons”). The Fund GP is the general partner of the Fund, and may be deemed to indirectly beneficially own securities owned by the Fund. The Investment Manager is the investment manager of advisory clients, and may be deemed to indirectly beneficially own securities owned by its advisory clients (including the Fund). The IM GP is the general partner of the Investment Manager and may be deemed to indirectly beneficially own securities owned by the Investment Manager. Mr. Moghtaderi is the sole manager of, and may be deemed to beneficially own securities beneficially owned by the Fund GP or the IM GP. Eversept’s advisory clients (including the Fund) are the record and direct beneficial owners of the securities covered by this statement. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. | |
| (b) | Address of the Principal Office or, if
none, residence The address of the principal business office of each of the Reporting Persons is c/o Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022. | |
| (c) | Citizenship See Item 4 on the cover page hereto. | |
| (d) | Title of Class of Securities Common Stock, par value $0.01 per share | |
| (e) | CUSIP Number 203668108 |
| CUSIP No. 203668108 | 13G | Page 8 of 10 Pages |
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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | 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) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 9,015,629 | |||
| (b) | Percent of class: 6.7%** | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 8,774,751 | |||
| (ii) | Shared power to vote or to direct the vote 240,878* | |||
| (iii) | Sole power to dispose or to direct the disposition of 8,774,751 | |||
| (iv) | Shared power to dispose or to direct the disposition of 240,878* | |||
* Note: As of the close of business on February 2, 2023, Eversept Partners, L.P. (“Eversept”) and its controlling persons beneficially owned 9,015,629 Shares, including 240,878 Shares held in Eversept’s Managed Accounts. As of the close of business on December 31, 2022, Eversept and its controlling persons beneficially owned 2,318,023 Shares (inclusive of Shares underlying call options), including 253,047 Shares held in Eversept’s Managed Accounts. | ||||
| ** Note: As of the close of business on February 2, 2023, Eversept and its controlling persons are the beneficial owners of 6.7% of the outstanding Shares, based on 134,716,179 shares of Common Stock of the Issuer outstanding as of October 20, 2022, as reported in the Issuer’s Form 10-Q filed on October 27, 2022. As of December 31, 2022, Eversept and its controlling persons were the beneficial owners of approximately 1.7% of the outstanding Shares (inclusive of Shares underlying call options), including 0.2% of the outstanding Shares held in Eversept’s Managed Accounts. | ||||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| CUSIP No. 203668108 | 13G | Page 9 of 10 Pages |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Exhibits
Exhibit A - Joint Filing Agreement
| CUSIP No. 203668108 | 13G | Page 10 of 10 Pages |
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.
| 02/10/2023 | ||
| Date | ||
| EVERSEPT PARTNERS, L.P. | ||
| By: | /s/ Kamran Moghtaderi | |
| Managing Principal | ||
| EVERSEPT GP, LLC | ||
| By: | /s/ Kamran Moghtaderi | |
| Managing Member | ||
| EVERSEPT GLOBAL HEALTHCARE FUND, LP | ||
| By: | Eversept GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Kamran Moghtaderi | |
| Managing Member | ||
| EVERSEPT 1 LLC | ||
| By: | /s/ Kamran Moghtaderi | |
| Managing Member | ||
| KAMRAN MOGHTADERI | ||
| /s/ Kamran Moghtaderi | ||