* |
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.
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CUSIP No. 54319Q105
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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GLENVIEW CAPITAL MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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|||
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8
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SHARED VOTING POWER
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5,000,000
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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5,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,000,000
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.2%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
OO
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*
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Based on 69,000,000 shares of Class A Common Stock outstanding upon completion of the Issuer’s initial public offering and exercise of the underwriters’ over-allotment option, as reported in the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2021.
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CUSIP No. 54319Q105
|
Page 3 of 7 Pages
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1
|
NAMES OF REPORTING PERSONS
|
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LONGVIEW INVESTORS II LLC
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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|
|
0 |
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|||
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|
||||
8
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SHARED VOTING POWER
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||
17,175,000*
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
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||
0 |
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,175,000*
|
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|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,175,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
||
19.9%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
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|||
|
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*
|
Represents 17,175,000 shares of Class B Common Stock, which are convertible into 17,175,000 shares of Class A Common Stock.
|
**
|
Based on (i) 69,000,000 shares of Class A Common Stock outstanding upon completion of the Issuer’s initial public offering and exercise of the underwriters’ over-allotment option, as reported in the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2021, and (ii) 17,250,000 shares of Class A Common Stock issuable upon the conversion of 17,250,000 shares of Class B Common Stock.
|
CUSIP No. 54319Q105
|
Page 4 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
LARRY ROBBINS
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
UNITED STATES OF AMERICA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
22,675,000*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
22,675,000*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,675,000*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
26.3%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
*
|
Represents (i) 5,500,000 shares of Class A Common Stock and (ii) 17,175,000 shares of Class B Common Stock, which are convertible into 17,175,000 shares of Class A Common Stock.
|
**
|
Based on (i) 69,000,000 shares of Class A Common Stock outstanding upon completion of the Issuer’s initial public offering and exercise of the underwriters’ over-allotment option, as reported in the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2021, and (ii) 17,250,000 shares of Class A Common Stock issuable upon the conversion of 17,250,000 shares of Class B Common Stock.
|
CUSIP No. 54319Q105
|
Page 5 of 7 Pages
|
Item 1. |
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
CUSIP No. 54319Q105
|
Page 6 of 7 Pages
|
Item 4. |
Purpose of Transaction.
|
CUSIP No. 54319Q105
|
Page 7 of 7 Pages
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Joint Filing Agreement
|
|
Power of Attorney
|
|
Registration Rights Agreement, dated March 18, 2021, between the Issuer and certain security holders (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed with the SEC on March 24, 2021).
|
|
Private Placement Warrants Purchase Agreement, dated as of March 18, 2021, between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on March 24, 2021).
|
|
Letter Agreement, dated March 18, 2021, between the Issuer, the Sponsor and each of the officers and directors of the Issuer (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K filed with the SEC on
March 24, 2021).
|
|
Forward Purchase Agreement, dated March 18, 2021, among the Issuer, Glenview Capital Management, LLC and the Glenview Funds (incorporated by reference to Exhibit 10.7 of the Issuer’s Current Report on Form 8-K filed with the SEC on March
24, 2021).
|
GLENVIEW CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ Mark J. Horowitz
|
|
Mark J. Horowitz
|
||
Co-President of Glenview Capital Management, LLC
|
LONGVIEW INVESTORS LLC
|
||
By:
|
/s/ Mark J. Horowitz
|
|
Mark J. Horowitz, attorney-in-fact for Larry Robbins
|
LARRY ROBBINS
|
||
By:
|
/s/ Mark J. Horowitz
|
|
Mark J. Horowitz, attorney-in-fact for Larry Robbins
|
GLENVIEW CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ Mark J. Horowitz
|
|
Mark J. Horowitz
|
||
Co-President of Glenview Capital Management, LLC
|
LONGVIEW INVESTORS II, LLC
|
||
By:
|
/s/ Mark J. Horowitz
|
|
Mark J. Horowitz, attorney-in-fact for Lawrence M. Robbins
|
LAWRENCE M. ROBBINS
|
||
By:
|
/s/ Mark J. Horowitz
|
|
Mark J. Horowitz, attorney-in-fact for Lawrence M. Robbins
|
By:
|
/s/ Lawrence M. Robbins
|
|
Lawrence M. Robbins
|