SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* HEALTH PARTNERS (Last) (First) (Middle) 54 THOMPSON STREET (Street) NEW YORK NY 10012 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/21/2005	3. Issuer Name and Ticker or Trading Symbol Brookdale Senior Living Inc. [ BKD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,844,625(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HEALTH PARTNERS (Last) (First) (Middle) 54 THOMPSON STREET (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPITAL Z FINANCIAL SERVICES FUND II LP (Last) (First) (Middle) 54 THOMPSON STREET (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPITAL Z PARTNERS LP (Last) (First) (Middle) 54 THOMPSON STREET (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPITAL Z PARTNERS LTD (Last) (First) (Middle) 54 THOMPSON STREET (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Capital Z Financial Services Fund II, L.P. ("Capital Z") is the general partner of Health Partners. The sole general partner of Capital Z is Capital Z Partners, L.P. ("Capital Z L.P.") and the sole general partner of Capital Z L.P. is Capital Z Partners, Ltd. ("Capital Z Ltd."). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934 (the "Exchange Act"), Capital Z, Capital Z L.P. and Capital Z Ltd. (collectively, the Cap Z Parties") may be deemed to be the beneficial owners of the Common Stock of Brookdale Senior Living Inc. held by Health Partners, although the Cap Z Parties disclaim beneficial ownership of such Common Stock except to the extent of any indirect pecuniary interest therein (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the Common Stock beneficially owned by Health Partners.

	See attached exhibit 99.1	11/21/2005
	HEALTH PARTNERS	11/21/2005
	By: Capital Z Financial Services Fund II, L.P., its General Partner	11/21/2005
	By: Capital Z Partners, L.P., its General Partner	11/21/2005
	By: Capital Z Partners, Ltd., its General Partner	11/21/2005
	/s/ Craig Fisher Name: Craig Fisher Title: General Counsel	11/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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