Form SC 13D/A TENET HEALTHCARE CORP Filed by: GLENVIEW CAPITAL MANAGEMENT, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Mark Horowitz

Co-President

Glenview Capital Management

767 Fifth Avenue, 44th Floor

New York, NY 10153

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 (“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).

 

	SCHEDULE 13D
		Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	GLENVIEW CAPITAL MANAGEMENT, LLC
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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			18,258,810 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			18,258,810 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,258,810 (1)
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)
	17.30% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 52,394 Shares that reflect the Restricted Stock Units that have all previously settled into Shares.

(2) Based on a total of 105,517,046 Shares outstanding as of October 28, 2020, based on the Company’s Quarterly Report on Form 10-Q, filed on October 30, 2020.

(1) Includes 52,394 Shares that reflect the Restricted Stock Units that have all previously settled into Shares.

(2) Based on a total of 105,517,046 Shares outstanding as of October 28, 2020, based on the Company’s Quarterly Report on Form 10-Q, filed on October 30, 2020.

Item 1.

Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on February 1, 2016, Amendment No. 2 filed on August 18, 2017, Amendment No. 3 filed on September 13, 2017, Amendment No. 4 filed on January 22, 2018, Amendment No. 5 filed on February 2, 2018, Amendment No. 6 filed on March 26, 2018, and Amendment No. 7 filed on August 15, 2019 (collectively the “Schedule 13D”) relating to the Common Stock, par value $0.05 per share (the “Shares”), of Tenet Healthcare Corporation, (the “Issuer” or the “Company”), whose principal executive offices are located at 14201 Dallas Parkway, Dallas, Texas 75254. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D.

 

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

 

Consistent with their investment intent, the Reporting Persons intend to engage in communications with the Company and the Company’s management and board of directors, other shareholders of the Company and other interested parties on issues that may relate to the business, management, operations, assets, capitalization, financial condition, strategic plans, governance, board composition and the future of the Company.

The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Company and the Company’s management and the board of directors, other shareholders of the Company and other interested parties.

The Reporting Persons intend to review their investments in the Company on a continuing basis. Depending on various factors and subject to the obligations described herein, including, without limitation, the Company’s financial position and strategic direction, actions taken by the board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional Shares selling some or all of their Shares, engaging in hedging or similar transactions with respect to the securities relating to the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

1.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 11, 2020 within a $1.00 range. The actual prices for these transactions range from $40.405 to $41.36, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

2.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 11, 2020 within a $1.00 range. The actual prices for these transactions range from $41.50 to $42.42, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

3.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range from $39.83 to $40.80, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

4.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range from $40.85 to $41.30, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

5.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range from $42.01 to $42.1825, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

	SCHEDULE 13D
		Page 7 of 8 Pages

6.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 15, 2020 within a $1.00 range. The actual prices for these transactions range from $41.00 to $41.99, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

7.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 15, 2020 within a $1.00 range. The actual prices for these transactions range from $42.20 to $42.62, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

8.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 16, 2020 within a $1.00 range. The actual prices for these transactions range from $40.59 to $41.32, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

9.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 16, 2020 within a $1.00 range. The actual prices for these transactions range from $41.78 to $42.31, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

10.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 17, 2020 within a $1.00 range. The actual prices for these transactions range from $41.00 to $41.71, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

11.

This price reflects the weighted average purchase price for open-market sales of Shares made by the Reporting Persons on December 18, 2020 within a $1.00 range. The actual prices for these transactions range from $40.88 to $41.43, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.

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.

	GLENVIEW CAPITAL MANAGEMENT, LLC
	By:	/s/ Mark J. Horowitz
		Mark J. Horowitz
		Co-President of  Glenview Capital Management, LLC

December 22, 2020