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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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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 the
disclosure provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
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Magellan Health, Inc
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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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(b)☐
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,474,576
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,474,576
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,474,576
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.4%1 |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 101,190,965 shares outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 3, 2022.
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1
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NAMES OF REPORTING PERSONS
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Centene Corporation
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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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(b)☐
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,474,576
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,474,576
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,474,576
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.4%1
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 101,190,965 shares outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
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Item 1(a) |
Name of Issuer
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Item 1(b) |
Address of Issuer’s Principal Executive Offices
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Item 2(a) |
Name of Person Filing
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(i) |
Magellan Health, Inc., a Delaware corporation, which directly holds shares of Class A Common Stock (as defined below); and
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(ii) |
Centene Corporation, a Delaware corporation, which is the holder of all of the issued and outstanding shares of Magellan Health, Inc. and may therefore be deemed to beneficially own the Class A Common Stock
beneficially owned thereby.
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Item 2(b) |
Address of Principal Business Office or, if None, Residence
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Item 2(c) |
Citizenship
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Item 2(d) |
Title of Class of Securities
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Item 2(e) |
CUSIP No.
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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:
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(a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i) |
☐ 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).
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(j) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. |
Ownership
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(a) |
Amount Beneficially Owned: See Item 9 of each of the cover pages.
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(b) |
Percent of Class: See Item 11 of each of the cover pages.
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(c) |
Number of Shares as to which such person has:
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(i) |
Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
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(ii) |
Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
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(iii) |
Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
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(iv) |
Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certification
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Dated: January 27, 2023 | ||
MAGELLAN HEALTH, INC.
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By:
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/s/ Derrick Duke
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Name: Derrick Duke
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Title: Chief Executive Officer
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CENTENE CORPORATION
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By:
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/s/ Christopher A. Koster
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Name: Christopher A. Koster
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Title: Executive Vice President, General Counsel and Secretary
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Dated this 27th day of January 2023. | ||
MAGELLAN HEALTH, INC.
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By:
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/s/ Derrick Duke
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Name: Derrick Duke
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Title: Chief Executive Officer
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CENTENE CORPORATION
|
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By:
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/s/ Christopher A. Koster
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Name: Christopher A. Koster
|
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Title: Executive Vice President, General Counsel and Secretary
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