13D Filing: Brigade Capital and Kindred Healthcare Inc (KND)

Item 5. Interest in Securities of
the Issuer

Item 5 of the Schedule 13D is hereby
amended by deleting it in its entirety and substituting the following in lieu thereof:

(a) As of March 20, 2018, Brigade
beneficially owns 6,776,602 shares of Common Stock of which 5,783,953 shares of Common Stock are owned by LCS, 910,251 shares
of Common Stock are owned by DSTR and 82,398 shares of Common Stock are owned by EQTY, representing approximately 7.41% in
the aggregate, and 6.33%, 1.00% and 0.09% by LCS, DSTR and EQTY, respectively, of the issued and outstanding shares of Common
Stock as of January 31, 2018, as set forth in the Issuer’s most recent Form 10-K filed March 1, 2018.

On November 6, 2017, LCS entered into
a call option agreement (the “Listed Equity Call Option Agreement”) with Credit Suisse pursuant to which LCS acquired
a call option that gives LCS the right to purchase 500,000 shares of Common Stock for an exercise price of $7.50 per share (the
“Listed Equity Call Option”). On March 20, 2018, LCS exercised its right to purchase all shares under
the Listed Equity Call Option Agreement.

In January, 2018, LCS entered into a
series of call option agreements (collectively, the “2018 OTC Equity Call Option Agreement”) with Nomura Securities International
Inc. pursuant to which LCS acquired call options that give LCS the right to purchase up to 600,000 shares of Common Stock in the
aggregate at an exercise price of $7.50 per share (the “2018 OTC Equity Call Option”). On March
20, 2018, LCS exercised its right to purchase all shares under the 2018 OTC Equity Call Option Agreement.

(b) Brigade, as the investment manager
of LCS, DSTR and EQTY, has the shared power to vote and dispose of the 6,776,602 shares of Common Stock described in the Amendment.

(c) Schedule I annexed hereto lists
all transactions in the securities of the Issuer by the Reporting Persons since March 9, 2018, the filing date of Amendment No.
2. All such transactions were effected in the open market. Except as described in this Amendment No. 3, during the period from
March 9, 2018 through and including March 20, 2018, there were no other purchases or sales of Common Stock, or securities convertible
into or exchangeable for Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess
voting or dispositive control over the securities thereof.

(d) To the knowledge of the Reporting
Persons, no other person named or incorporated by reference in Item 2 of the Schedule 13D has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

(e) Not applicable.