Page 5 of 6 – SEC Filing SCHEDULE 13G The Reporting Persons initially reported their beneficial ownership of shares of Common Stock of the Issuer on a Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) on September 9, 2013, as subsequently amended, and later reported their beneficial ownership on a Schedule 13D filed with the Commission on December 2, 2014 (as subsequently amended, the “Schedule 13D”). Pursuant to Rule 13d-1(h), the Reporting Persons are eligible to again report their beneficial ownership of shares of Common Stock of the Issuer on Schedule 13G, and this Schedule 13G shall operate as an amendment to the Schedule 13D. Item 1.
(a) Name of Issuer Almost Family, Inc. (b) Address of Issuer’s Principal Executive Offices 9510 Ormsby Station Road, Suite 300, Louisville, Kentucky 40223
Item 2.
(a) Name of Person Filing North Tide Capital Master, LP North Tide Capital, LLC Conan Laughlin (b) Address of Principal Business Office or, if none, Residence North Tide Capital Master, LP North Tide Capital, LLC Conan Laughlin 500 Boylston Street, Suite 1860 Boston, Massachusetts 02116 (c) Citizenship North Tide Capital Master, LP – Cayman Islands North Tide Capital, LLC – Massachusetts Conan Laughlin – United States (d) Title of Class of Securities Common Stock, $0.10 par value (e) CUSIP Number 020409108
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) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); (k) [ ] 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 **
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned ** North Tide Capital Master, LP – 920,250 shares North Tide Capital, LLC – 1,029,300 shares Conan Laughlin – 1,029,300 shares (b) Percent of Class ** North Tide Capital Master, LP – 8.9 % North Tide Capital, LLC – 9.9% Conan Laughlin – 9.9 %
(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote ** North Tide Capital Master, LP – 0 shares North Tide Capital, LLC – 0 shares Conan Laughlin – 0 shares (ii) shared power to vote or to direct the vote ** North Tide Capital Master, LP – 920,250 shares North Tide Capital, LLC – 1,029,300 shares Conan Laughlin – 1,029,300 shares (iii) Sole power to dispose or to direct the disposition of ** North Tide Capital Master, LP – 0 shares North Tide Capital, LLC – 0 shares Conan Laughlin – 0 shares (iv) shared power to dispose or to direct the disposition of ** North Tide Capital Master, LP –920,250 shares North Tide Capital, LLC – 1,029,300 shares Conan Laughlin – 1,029,300 shares
** Shares reported herein for North Tide Capital, LLC (“North Tide”) represent 920,250 shares which are beneficially owned by North Tide Capital Master, LP (the “Master Fund”), as reported herein, and 109,050 shares shares which are beneficially owned by a managed account client (the “Account”). North Tide serves as investment manager to both the Master Fund and the Account. Shares reported herein for Mr. Laughlin represent the above referenced shares beneficially owned by the Master Fund and the Account. Mr. Laughlin serves as the Manager of North Tide. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. 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 five percent of the class of securities, check the following [ ]. Not applicable. 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 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. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. Follow Almost Family Inc (NASDAQ:AFAM)
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SCHEDULE 13G
The Reporting Persons initially reported their beneficial ownership of shares of Common Stock of the Issuer on a Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) on September 9, 2013, as subsequently amended, and later reported their beneficial ownership on a Schedule 13D filed with the Commission on December 2, 2014 (as subsequently amended, the “Schedule 13D”). Pursuant to Rule 13d-1(h), the Reporting Persons are eligible to again report their beneficial ownership of shares of Common Stock of the Issuer on Schedule 13G, and this Schedule 13G shall operate as an amendment to the Schedule 13D.
| Item 1. |
| (a) | Name of Issuer |
| Almost Family, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices |
| 9510 Ormsby Station Road, Suite 300, Louisville, Kentucky 40223 |
| Item 2. |
| (a) | Name of Person Filing |
| North Tide Capital Master, LP North Tide Capital, LLC Conan Laughlin | |
| (b) | Address of Principal Business Office or, if none, Residence |
| North Tide Capital Master, LP North Tide Capital, LLC Conan Laughlin 500 Boylston Street, Suite 1860 Boston, Massachusetts 02116 | |
| (c) | Citizenship |
| North Tide Capital Master, LP – Cayman Islands North Tide Capital, LLC – Massachusetts Conan Laughlin – United States | |
| (d) | Title of Class of Securities |
| Common Stock, $0.10 par value | |
| (e) | CUSIP Number 020409108 |
| 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) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | 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) | [ ] | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | [ ] | 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 ** |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned ** |
| North Tide Capital Master, LP – 920,250 shares North Tide Capital, LLC – 1,029,300 shares Conan Laughlin – 1,029,300 shares | |
| (b) | Percent of Class ** |
| North Tide Capital Master, LP – 8.9 % North Tide Capital, LLC – 9.9% Conan Laughlin – 9.9 % |
| (c) | Number of shares as to which such person has: | |
| (i) | sole power to vote or to direct the vote ** | |
| North Tide Capital Master, LP – 0 shares North Tide Capital, LLC – 0 shares Conan Laughlin – 0 shares | ||
| (ii) | shared power to vote or to direct the vote ** | |
| North Tide Capital Master, LP – 920,250 shares North Tide Capital, LLC – 1,029,300 shares Conan Laughlin – 1,029,300 shares | ||
| (iii) | Sole power to dispose or to direct the disposition of ** | |
| North Tide Capital Master, LP – 0 shares North Tide Capital, LLC – 0 shares Conan Laughlin – 0 shares | ||
| (iv) | shared power to dispose or to direct the disposition of ** | |
| North Tide Capital Master, LP –920,250 shares North Tide Capital, LLC – 1,029,300 shares Conan Laughlin – 1,029,300 shares | ||
** Shares reported herein for North Tide Capital, LLC (“North Tide”) represent 920,250 shares which are beneficially owned by North Tide Capital Master, LP (the “Master Fund”), as reported herein, and 109,050 shares shares which are beneficially owned by a managed account client (the “Account”). North Tide serves as investment manager to both the Master Fund and the Account. Shares reported herein for Mr. Laughlin represent the above referenced shares beneficially owned by the Master Fund and the Account. Mr. Laughlin serves as the Manager of North Tide. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
| 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 five percent of the class of securities, check the following [ ]. | |
| Not applicable. | |
| 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 |
| 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. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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