0000947871-15-000124.txt : 20150218 0000947871-15-000124.hdr.sgml : 20150216 20150217162548 ACCESSION NUMBER: 0000947871-15-000124 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: ANDREW H. WARFORD GROUP MEMBERS: LEE S. AINSLIE III GROUP MEMBERS: MAVERICK CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0001108109 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 133893191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60181 FILM NUMBER: 15622986 BUSINESS ADDRESS: STREET 1: 4000 MERIDIAN BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-465-7000 MAIL ADDRESS: STREET 1: 4000 MERIDIAN BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY HEALTH SYSTEMS INC/ DATE OF NAME CHANGE: 20000229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAVERICK CAPITAL LTD CENTRAL INDEX KEY: 0000934639 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: 18TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.880.4050 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: 18TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 ss416663_sc13ga.htm AMENDMENT NO 1


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


Under the Securities Exchange Act of 1934
(Amendment No 1)


COMMUNITY HEALTH SYSTEMS, INC.

(Name of Issuer)


Common Stock, par value $0.01 per share
(Title of Class of Securities)


203668108
(CUSIP Number)


December 31, 2014
(Date of Event Which Requires Filing of this Statement)


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

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

* 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 disclosures provided in a prior cover page.

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).
 


 
 
 
 
 
                            
CUSIP No.  203668108
 SCHEDULE 13G/A
Page 2 of 10 Pages
         
1
Names of Reporting Persons
  
  
Maverick Capital, Ltd. – 75-2482446
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
      
Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5
Sole Voting Power
       
927,073
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
927,073
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
927,073
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
0.8%
12
Type of Reporting Person (See Instructions)
              
IA
         
 
 
 

 
                            
CUSIP No.  203668108
 SCHEDULE 13G/A
Page 3 of 10 Pages
         
1
Names of Reporting Persons
  
  
Maverick Capital Management, LLC – 75-2686461
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
      
Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5
Sole Voting Power
       
927,073
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
927,073
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
927,073
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
0.8%
12
Type of Reporting Person (See Instructions)
              
HC
         
 
 
 

 
CUSIP No.  203668108
 SCHEDULE 13G/A
Page 4 of 10 Pages
         
1
Names of Reporting Persons
  
  
Lee S. Ainslie III
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
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
       
927,073
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
927,073
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
927,073
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
0.8%
12
Type of Reporting Person (See Instructions)
              
HC
         
 
 
 

 
                   
CUSIP No.   203668108
 SCHEDULE 13G/A
Page 5 of 10 Pages
         
1
Names of Reporting Persons
  
  
Andrew H. Warford
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
 
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
       
927,073
6
Shared Voting Power
     
0
7
Sole Dispositive Power
      
927,073
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
         
927,073
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    
   
o
11
Percent of Class Represented in Amount in Row 9
        
0.8%
12
Type of Reporting Person (See Instructions)
              
IN
         
 
 
 

 
 
Item 1(a)
Name of Issuer:

Community Health Systems, Inc.

Item 1(b)
Address of Issuer’s Principal Executive Offices:

4000 Meridian Boulevard
Franklin, Tennessee  37067

Item 2(a)
Name of Person Filing:

This Schedule 13G (the “Schedule 13G” is being filed on behalf of each of the following persons (each, a Reporting Person):

 
(i)
Maverick Capital, Ltd.;
 
(ii)
Maverick Capital Management, LLC;
 
(iii)
Lee S. Ainslie III (“Mr. Ainslie”); and
 
(iv)
Andrew H. Warford (“Mr. Warford”).

The Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.’s clients.

Item 2(b)
Address of Principal Business Office or, if none, Residence:

The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 300 Crescent Court, 18th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie and Mr. Warford is 767 Fifth Avenue, 11th Floor, New York, New York 10153.

Item 2(c)
Citizenship:

 
(i)
Maverick Capital, Ltd. is a Texas limited partnership;
 
(ii)
Maverick Capital Management, LLC is a Texas limited liability company;
 
(iii)
Mr. Ainslie is a citizen of the United States; and
 
(iv)
Mr. Warford is a citizen of the United States.

Item 2(d)
Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Shares”).

Item 2(e)
CUSIP Number:

203668108
 
 
Page 6 of 10 Pages

 
 
 
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:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
x
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
(g)
x
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)
o
 savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
o
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).
 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 

Item 4 
Ownership

Ownership as of December 31, 2014 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person.

Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts.  Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd.  Mr. Ainslie is the manager of Maverick Capital Management, LLC.  Mr. Warford serves as the Chairman of the Stock Committee of Maverick Capital, Ltd.

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.
 
 
Page 7 of 10 Pages

 
 
Item 6 
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8
Identification and Classification of Members of the Group

Not applicable.

Item 9
Notice of Dissolution of Group

Not applicable.

Item 10
Certifications

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
 
Page 8 of 10 Pages

 

 
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.
 
Date: February 17, 2015
MAVERICK CAPITAL, LTD.
 
           
 
By:
Maverick Capital Management, LLC,
 
   
Its General Partner
 
           
    By:
Lee S. Ainslie III, Manager
 
           
           
      By:  /s/ John T. McCafferty  
       
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
 
           
 
Date: February 17, 2015
MAVERICK CAPITAL MANAGEMENT, LLC
 
           
 
By:
Lee S. Ainslie III, Manager
 
           
           
    By:  /s/ John T. McCafferty  
      John T. McCafferty
Under Power of Attorney dated
February 13, 2003
 
           
 
Date: February 17, 2015
LEE S. AINSLIE III
 
           
       
  By: /s/ John T. McCafferty  
 
 
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
 

Date: February 17, 2015
ANDREW H. WARFORD
 
           
       
  By:  /s/ John T. McCafferty  
 
 
John T. McCafferty
Under Power of Attorney dated
February 11, 2015
 
 
 
Page 9 of 10 Pages

 
 

EXHIBIT INDEX

A.
Joint Filing Agreement, dated February 17, 2015, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford.
 
B.
Power of Attorney, Andrew H. Warford, dated February 11, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 10 Pages 

EX-99.A 2 ss416663_ex99a.htm JOINT FILING AGREEMENT
 
Exhibit A
 
Joint Filing Agreement
 
The undersigned hereby agree that the statement on Schedule 13G/A with respect to the Common Stock, par value $0.01 per share of Community Health Systems, Inc., dated as of February 17, 2015, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:           February 17, 2015

                
 
MAVERICK CAPITAL, LTD.
 
           
 
By:
Maverick Capital Management, LLC,  
    Its General Partner  
           
    By: Lee S. Ainslie III, Manager  
         
           
      By:  /s/ John T. McCafferty  
       
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
 
           
              
 
MAVERICK CAPITAL MANAGEMENT, LLC
 
         
 
By:
Lee S. Ainslie III, Manager  
       
         
    By:  /s/ John T. McCafferty  
     
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
 
         
                   
 
LEE S. AINSLIE III
 
       
       
 
By:
 /s/ John T. McCafferty  
   
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
 
       
                
 
ANDREW H. WARFORD
 
       
       
 
By:
 /s/ John T. McCafferty  
   
John T. McCafferty
Under Power of Attorney dated
February 11, 2015
 
       
 
 


EX-99.B 3 ss416663_ex99b.htm POWER OF ATTORNEY
Exhibit B
 
 
Power of Attorney
 
KNOW ALL MEN BY THESE PRESENTS, that I, Andrew H. Warford, hereby make, constitute and appoint John T. McCafferty as my agent and attorney-in-fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as an officer or representative of Maverick Capital, Ltd. or any affiliate, all documents to be filed with or delivered to any foreign or domestic governmental or regulatory body or other person pursuant to any legal or regulatory requirement relating to the issuance, acquisition, ownership, management or disposition of securities or investments, including all documents required to be filed with the United States Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 and any joint filing agreements pursuant to Rule 13d-1(k).
 
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
 
This power of attorney shall be valid from the date hereof until revoked by me.
 
IN WITNESS WHEREOF, I have executed this instrument as of the 11th day of February, 2015.
 
         
 
   
/s/ Andrew H. Warford
 
 
   
Andrew H. Warford