You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Coliseum Capital Management | 0 | 730,794 | 0 | 730,794 | 730,794 | 4.0% |
| Coliseum Capital | 0 | 526,739 | 0 | 526,739 | 526,739 | 2.9% |
| Coliseum Capital Partners | 0 | 418,019 | 0 | 418,019 | 418,019 | 2.3% |
| Coliseum Capital Partners II | 0 | 108,720 | 0 | 108,720 | 108,720 | 0.6% |
| Adam Gray | 0 | 730,794 | 0 | 730,794 | 730,794 | 4.0% |
| Christopher Shackelton | 0 | 730,794 | 0 | 730,794 | 730,794 | 4.0% |
Follow Christopher Shackelton And Adam Gray's Coliseum Capital
Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
LHC GROUP,
INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
50187A107
(CUSIP Number)
Christopher Shackelton/Adam Gray
Metro Center
1 Station
Place, 7th Floor South
Stamford, CT 06902
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 17, 2017
(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 sections 240.13d-1(e),
240.13d-1(f) or 140.13d-1(g), check the following box. ☐
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).
Page 1 of 10
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Page 2 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
| 1. | Names of Coliseum Capital Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 730,794 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 730,794 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 730,794 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by 4.0% | |||||
| 14. | Type of Reporting Person (See OO, IA | |||||
Page 2 of 10
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Page 3 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
| 1. | Names of Coliseum Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 526,739 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 526,739 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 526,739 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by 2.9% | |||||
| 14. | Type of Reporting Person (See OO | |||||
Page 3 of 10
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Page 4 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
| 1. | Names of Coliseum Capital Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 418,019 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 418,019 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 418,019 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by 2.3% | |||||
| 14. | Type of Reporting Person (See PN | |||||
Page 4 of 10
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Page 5 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
| 1. | Names of Coliseum Capital Partners II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 108,720 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 108,720 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 108,720 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by 0.6% | |||||
| 14. | Type of Reporting Person (See PN | |||||
Page 5 of 10
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Page 6 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
| 1. | Names of Adam Gray | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 730,794 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 730,794 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 730,794 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by 4.0% | |||||
| 14. | Type of Reporting Person (See IN | |||||
Page 6 of 10
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Page 7 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
| 1. | Names of Christopher Shackelton | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 730,794 | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 730,794 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 730,794 | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by 4.0% | |||||
| 14. | Type of Reporting Person (See IN | |||||
Page 7 of 10
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Page 8 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
Explanatory Note: This Amendment No. 10 (this Amendment) to the Schedule 13D (the
Initial 13D) filed by the Filers (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on November 16, 2012, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on
March 14, 2013, Amendment No. 2 to the Initial 13D filed on September 17, 2013, Amendment No. 3 to the Initial 13D filed on August 21, 2014, Amendment No. 4 to the Initial 13D filed on June 10, 2015, Amendment
No. 5 to the Initial 13D filed on August 12, 2015, Amendment No. 6 to the Initial 13D filed on September 10, 2015, Amendment No. 7 to the Initial 13D filed on November 12, 2015, Amendment No. 8 to the Initial 13D
filed on December 2, 2015 and Amendment No. 9 to the Initial 13D filed on June 10, 2016, amends and supplements the items set forth herein.
As used in this statement, the term Filers collectively refers to:
| Coliseum Capital Management, LLC, a Delaware limited liability company (CCM); |
| Coliseum Capital, LLC, a Delaware limited liability company (CC); |
| Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); |
| Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2); |
| Adam Gray (Gray); and |
| Christopher Shackelton (Shackelton). |
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
The
information relating to the beneficial ownership of Common Stock, $0.01 par value per share (the Common Stock) of LHC Group, Inc., a Delaware corporation (the Issuer) by each of the Filers set forth in Rows 7 through 13 of
the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 18,153,486 shares of Common Stock outstanding as of March 6, 2017, as reported in the
Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 9, 2017.
The Filers effected the following transactions in the Common Stock in open market transactions on the dates indicated, and such transactions are the only
transactions in the Common Stock by the Filers in the sixty days preceding the filing of this Schedule 13D:
|
| Purchase or Sale | Date | Number of Shares | Weighted Average Price Per Share | ||||||||||
| CCP | Sale | 03/15/2017 | 1,176 | $ | 50.87 | |||||||||
| CCP2 | Sale | 03/15/2017 | 298 | $ | 50.87 | |||||||||
| Separate Account | Sale | 03/15/2017 | 426 | $ | 50.87 | |||||||||
| CCP | Sale | 03/17/2017 | 30,932 | $ | 50.24 | |||||||||
| CCP2 | Sale | 03/17/2017 | 7,839 | $ | 50.24 | |||||||||
| Separate Account | Sale | 03/17/2017 | 11,229 | $ | 50.24 | |||||||||
The Filers ceased to be the beneficial owners of more than 5% of the Common Stock on March 17, 2017.
Page 8 of 10
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Page 9 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
The information in Item 6 is incorporated herein by reference.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
CCM is an investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CCM has the right to receive performance-related fees from the Separate Account and CC
has the right to receive performance-related fees from CCP and CCP2.
Page 9 of 10
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Page 10 of 10 – SEC Filing
CUSIP No. 50187A107 (Common Stock)
SIGNATURES
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: March 21, 2017
| COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL PARTNERS II, L.P. | |||||||
| By: | Coliseum Capital, LLC, General Partner | By: | Coliseum Capital, LLC, General Partner | |||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
Page 10 of 10
