0001144204-14-008591.txt : 20140213 0001144204-14-008591.hdr.sgml : 20140213 20140213170406 ACCESSION NUMBER: 0001144204-14-008591 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: FEINBERG FAMILY FOUNDATION GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES RETIREMENT PLAN GROUP MEMBERS: ORACLE PARTNERS, L.P. GROUP MEMBERS: ORACLE TEN FUND MASTER, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENTIVA HEALTH SERVICES INC CENTRAL INDEX KEY: 0001096142 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 364335801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58715 FILM NUMBER: 14607603 BUSINESS ADDRESS: STREET 1: 3350 RIVERWOOD PARKWAY STREET 2: SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709516450 MAIL ADDRESS: STREET 1: 3350 RIVERWOOD PARKWAY STREET 2: SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: OLSTEN HEALTH SERVICES HOLDING CORP DATE OF NAME CHANGE: 19991001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 v368560_sc13ga.htm SC 13G/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

Gentiva Health Services, Inc.

(Name of Issuer)

 

Common Stock, $0.10

(Title of Class of Securities)

 

37247A102

(CUSIP Number)

 

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

The information required in 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 (the “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).

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Larry N. Feinberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,572,398

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,572,398

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,572,398

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

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

 

0

6

SHARED VOTING POWER

 

1,103,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,103,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,103,581

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

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

 

0

6

SHARED VOTING POWER

 

139,454

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

139,454

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

139,454

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Associates, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

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

 

0

6

SHARED VOTING POWER

 

1,243,035

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,243,035

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,243,035

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Investment Management, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

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

 

0

6

SHARED VOTING POWER

 

325,263

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

325,263

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

323,163

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Ten Fund Master, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

304,263

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

304,263

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

304,263

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.8%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Investment Management, Inc. Employees’ Retirement Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

21,000

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

21,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

EP

 

 
 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Feinberg Family Foundation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,100

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,100

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,100

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 
 

 

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the Common Stock, par value $0.10 (“Common Stock”) of Gentiva Health Services, Inc., a Delaware corporation (the “Company”), to amend the Schedule 13G filed on April 18, (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.

 

Item 4.Ownership:

 

Item 4 of the Schedule 13G is hereby amended and restated as follows:

 

The percentage of shares owned is based upon 36,265,655 shares of the Company’s Common Stock issued and outstanding as of November 6, 2013, as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the Securities and Exchange Commission on November 8, 2013.

 

The beneficial ownership of the Reporting Persons is set forth below. This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.

 

A. Larry Feinberg

(a) Amount beneficially owned: 1,572,398

(b) Percent of class: 4.3%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 1,572,398

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,572,398

 

B. Oracle Partners, L.P.

(a) Amount beneficially owned: 1,103,581

(b) Percent of class: 3.0%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 1,103,581

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,103,581

 

C. Oracle Institutional Partners, L.P.

(a) Amount beneficially owned: 139,454

(b) Percent of class: 0.4%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 139,454

 

 
 

 

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 139,454

 

D. Oracle Associates, LLC

(a) Amount beneficially owned: 1,243,035

(b) Percent of class: 3.4%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 1,243,035

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,243,035

 

E. Oracle Ten Fund Master, L.P.

(a) Amount beneficially owned: 304,263

(b) Percent of class: 0.8%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 304,263

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 304,263

 

F. Oracle Investment Management, Inc. Employees’ Retirement Plan

(a) Amount beneficially owned: 21,000

(b) Percent of class: 0.1%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 21,000

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 21,000

 

G. Oracle Investment Management, Inc.

(a) Amount beneficially owned: 325,263

(b) Percent of class: 0.9%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 325,263

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 325,263

 

H. The Feinberg Family Foundation

(a) Amount beneficially owned: 4,100

(b) Percent of class: 0.0%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 4,100

 

 
 

 

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 4,100

 

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 5 percent of the class of securities, check the following x.

 

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.

 

 
 

 

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.

 

Dated:February 13, 2014

 

  /s/ Larry N. Feinberg
  Larry Feinberg, Individually
   
  ORACLE PARTNERS, L.P.
  By: ORACLE ASSOCIATES, LLC, its general partner
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  ORACLE INSTITUTIONAL PARTNERS, L.P.
  By: ORACLE ASSOCIATES, LLC, its general partner
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  ORACLE ASSOCIATES, LLC
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  ORACLE TEN FUND MASTER, L.P.
   
  By: ORACLE ASSOCIATES, LLC, its general partner
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN
   
  By: /s/ Aileen Wiate
  Aileen Wiate, Trustee

 

 
 

 

  ORACLE  INVESTMENT MANAGEMENT, INC.
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  THE FEINBERG FAMILY FOUNDATION
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Trustee