0000315066-13-004690.txt : 20131112
0000315066-13-004690.hdr.sgml : 20131111
20131112090010
ACCESSION NUMBER: 0000315066-13-004690
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20131112
DATE AS OF CHANGE: 20131112
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Brookdale Senior Living Inc.
CENTRAL INDEX KEY: 0001332349
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050]
IRS NUMBER: 203068069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-81398
FILM NUMBER: 131207263
BUSINESS ADDRESS:
STREET 1: 111 WESTWOOD PLACE
STREET 2: SUITE 400
CITY: BRENTWOOD
STATE: TN
ZIP: 37027
BUSINESS PHONE: (615) 221-2250
MAIL ADDRESS:
STREET 1: 111 WESTWOOD PLACE
STREET 2: SUITE 400
CITY: BRENTWOOD
STATE: TN
ZIP: 37027
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 061209781
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No. 12
BROOKDALE SENIOR LIVING INC
Common Stock
Cusip #112463104
Cusip #112463104
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 492,612
Item 6: 0
Item 7: 12,090,040
Item 8: 0
Item 9: 12,094,073
Item 11: 9.748%
Item 12: HC
Cusip #112463104
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 12,090,040
Item 8: 0
Item 9: 12,094,073
Item 11: 9.748%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
BROOKDALE SENIOR LIVING INC
Item 1(b). Name of Issuer's Principal Executive Offices:
330 North Wabash
Suite 1400
Chicago, IL 60611
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street,Boston,Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
112463104
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 12,094,073
(b) Percent of Class: 9.748%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
492,612
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 12,090,040
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock of BROOKDALE SENIOR LIVING INC. No one person's interest in
the Common Stock of BROOKDALE SENIOR LIVING INC is more than five percent
of the total outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
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 acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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.
November 8, 2013
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 10,228,639 shares or 8.249% of the
Common Stock outstanding of BROOKDALE SENIOR LIVING INC ("the Company") as
a result of acting as investment adviser to various investment companies
registered under Section 8 of the investment Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the 10,228,639
shares owned by the Funds.
Fidelity SelectCo, LLC ("SelectCo"), 1225 17th Street,
Suite 1100, Denver, Colorado 80202, a wholly-owned subsidiary of FMR LLC
and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 1,372,822 shares or
1.102% of the outstanding Common Stock outstanding of BROOKDALE SENIOR
LIVING INC ("the Company") as a result of acting as investment
adviser to various investment companies registered under Section 8 of
the Investment Company Act of 1940 (the "SelectCo Funds").
Edward C. Johnson 3d and FMR LLC, through its control
of SelectCo, and the SelectCo Funds each has sole power to dispose of
the 1,372,822 shares owned by the SelectCo Funds.
Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR
LLC, has the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the Funds' Boards
of Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Strategic Advisers, Inc., 245 Summer Street, Boston, MA
02210, a wholly- owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940,
provides investment advisory services to individuals.As such, FMR LLC's
beneficial ownership includes 25,080 shares, or 0.020%, of the Common Stock
outstanding of BROOKDALE SENIOR LIVING INC, beneficially owned through
Strategic Advisers, Inc
Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street,
Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR
LLC and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of 328,315 shares
or 0.265% of the outstanding Common Stock of BROOKDALE SENIOR LIVING INC as
a result of its serving as investment adviser to institutional accounts,
non-U.S. mutual funds, or investment companies registered under Section 8
of the Investment Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
PGALLC, each has sole dispositive power over 70,745 shares and sole power
to vote or to direct the voting of 328,315 shares of Common Stock owned by
the institutional accounts or funds advised by PGALLC as reported above.
Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem
Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, is the beneficial owner of 128,425 shares
or 0.104 % of the outstanding Common Stock of the BROOKDALE SENIOR LIVING
INC as a result of its serving as investment manager of institutional
accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
Pyramis Global Advisors Trust Company, each has sole dispositive power over
124,392 shares and sole power to vote or to direct the voting of 128,425
shares of Common Stock owned by the institutional accounts managed by PGATC
as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on November 8, 2013, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the Common Stock of BROOKDALE
SENIOR LIVING INC at October 31, 2013.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel