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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 13D

Under the Securities Exchange Act
of 1934

(Amendment No. 4)* 

KINDRED HEALTHCARE, INC.

(Name of Issuer)

Common Stock, $0.25 par value per share

(Title of Class of Securities)

494580103

(CUSIP Number)

Aaron Michael Daniels, Esq.

Brigade Capital Management, LP

399 Park Ave, 16^th Floor

New York, NY 10022

(212) 745-9700

with a copy to:

Steven E. Siesser, Esq.

Lawrence M. Rolnick, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 17th Floor

New York, New York 10020

(212) 204-8688

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 23, 2018

(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 §240.13d-7 for other parties to whom copies are to be
sent.

The information required on 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).

Explanatory Note

This Amendment No. 4 (“Amendment No. 4”)
relates to the common stock, par value $0.25 per share (the “Common Stock”), of Kindred Healthcare, Inc. (the “Issuer”).
This Amendment No. 4 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) on December 27, 2017 (the “Initial Schedule 13D”), as amended and supplemented by Amendment No. 1, filed
February 1, 2018 (“Amendment No. 1”), Amendment No. 2, filed March 9, 2018 (“Amendment No. 2”), and Amendment
No. 3, filed March 21, 2018 (“Amendment No. 3”). The Initial Schedule 13D, as amended and supplemented by Amendment
No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 4 is referred to herein as the “Schedule 13D.” Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise
provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other
Consideration

Item 3 of the Schedule 13D is hereby amended
by adding the following:

LCS used approximately $925,721.50
(excluding brokerage commissions) of the working capital of LCS to purchase the shares of Common Stock reported in this
Amendment No. 4. EQTY used approximately $24,068.50 (excluding brokerage commissions) of the working capital of EQTY to purchase
the shares of Common Stock reported in this Amendment No. 4. DSTR used approximately $113,960.00 (excluding brokerage commissions)
of the working capital of DSTR to purchase the shares of Common Stock reported in this Amendment No. 4.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended
by deleting the last paragraph of the Initial Schedule 13D and substituting the following in lieu thereof:

Brigade reserves the right to change its intention
with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D. Brigade may, at any
time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with
respect thereto and carry out any of the actions or transactions described in paragraphs (a) through (j) of the instructions to
Item 4 of Schedule 13D, to the extent it deems advisable.  Notwithstanding the foregoing, Brigade has no intention to engage
in a control transaction, or any contested solicitation for the election of directors, by means of the activities described in
subparagraphs (a), (b), or (d) of Item 4.

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 23, 2018, Brigade beneficially
owns 6,891,602 shares of Common Stock, of which 5,884,031 shares of Common Stock are owned by LCS, 922,571 shares of Common Stock
are owned by DSTR and 85,000 shares of Common Stock are owned by EQTY, representing approximately 7.54% in the aggregate, and 6.44%,
1.01% 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.

(b) Brigade, as the investment manager of LCS,
DSTR and EQTY, has the shared power to vote and dispose of the 6,891,602 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 21, 2018, the filing date of Amendment No. 3. All such transactions
were effected in the open market. Except as described in this Amendment No. 4, during the period from March 21, 2018 through and
including March 23, 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.

Item 7. Material to be Filed as Exhibits

Exhibit A: Joint Filing Agreement, dated as
of March 26, 2018

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.

Exhibit A

AGREEMENT

In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement
on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.25 par value per share, of Kindred
Healthcare Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such amendment
number 4 to Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement as of March 26, 2018.

Schedule I

Transactions in Common Stock by
Reporting Persons

The following
table sets forth all transactions in the Common Stock effected since March 21, 2018, the filing date of Amendment No. 3, by the
Reporting Persons. All such transactions were effected in the open market through brokers and the price per share is net of commissions.