Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )^*

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 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 Section 240.13d-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 disclosures provided in a prior cover page.

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).

(Continued on following pages)

Page 1 of 38 Pages

Exhibit Index Found on Page 31

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

13D

¹ On September 29, 2022, the date of the event which requires the filing of this Statement, certain Reporting Persons acquired shares of common stock of the issuer, as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of common stock then outstanding.  Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of common stock as of September 29, 2022 after giving effect to such acquisition.  As described in the Preliminary Note and reported in Item 5(e), however, as of the date this Statement is filed, none of the Reporting Persons is a beneficial owner of any shares of common stock of the issuer.

Preliminary Note: On September 29, 2022, the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the Shares then outstanding.  As reported by the Company on its Form 8-K filed with the SEC on October 3, 2022, on such date the Company and UnitedHealth Group Incorporated (“UNH”) closed their merger transaction, as a result of which the Company became a wholly-owned subsidiary of UNH.  Accordingly, as of October 3, 2022, the Reporting Persons ceased to have beneficial ownership of any Shares.  See Item 5(e) below.  Capitalized terms used without definition in this Preliminary Note have the meanings set forth below.

Item 2.

Identity and Background

(a) This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.

(i)	Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

(ii)	Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

(iv)	Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

(v)	Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it; and

(vi)	Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it.

FCP, FCIP, FCIP II, FCIP III, FCIP V and FCAMI are together referred to herein as the “Farallon Funds.”

(vii)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds.

(viii)

Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.

(i)

The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner, with respect to the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”);William Seybold (“Seybold”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

(b)       The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111, and (ii) each of the Farallon General Partner, the FCIP V General Partner and the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(c)       The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, and FCAMI, and as the sole member of general partners of investment partnerships, including the FCIP V General Partner.  The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(d)       None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner and the FCIP V General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States.  Giauque is a citizen of France.  Spokes is a citizen of the United Kingdom.

 

The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

The purpose of the acquisition of the Shares was for investment.  None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.  As reported by the Company on its Form 8-K filed with the SEC on October 3, 2022, on such date the Company and UNH closed their merger transaction, as a result of which the Company became a wholly-owned subsidiary of UNH.  Accordingly, as of October 3, 2022, the Reporting Persons ceased to have beneficial ownership of any Shares.

Item 5. Interest in Securities of the Issuer

(c) None.

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by the Farallon Funds.  Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner.

(c) None.

(d)

The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V.  Each of the Farallon Individual Reporting Persons is a manager or senior manager, as the case may be, of FCIP V.

(e)

As of October 3, 2022, as a result of the closing on such date of the merger transaction between the Company and UNH, the Reporting Persons ceased to have beneficial ownership of any Shares.

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

(c) None.

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by the Farallon Funds.  The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V.  Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner.

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, and FCAMI and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned by FCIP V.  Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds.  Each of the Farallon General Partner, the FCIP V General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  October 7, 2022

The Powers of Attorney executed by each of Dreyfuss, Fisch, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Roberts to sign and file this Schedule 13D on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated herein by reference.  The Power of Attorney executed by Gehani authorizing Roberts to sign and file this Schedule 13D on his behalf, which was filed as an exhibit to the Schedule 13G filed with the SEC on January 27, 2022 by such Reporting Person with respect to the Class A Common Stock of Berenson Acquisition Corp. I, is hereby incorporated herein by reference.  The Power of Attorney executed by Giauque authorizing Roberts to sign and file this Schedule 13D on his behalf, which was filed as an exhibit to the Schedule 13G filed with the SEC on August 12, 2021 by such Reporting Person with respect to the Class A Ordinary Shares of Metals Acquisition Corp, is hereby incorporated herein by reference.

ANNEX 1

Set forth below with respect to each of the Farallon General Partner and the FCIP V General Partner is the following information: (a) name; (b) business address; (c) principal business; (d) state of organization; and (e) controlling persons.  Set forth below with respect to each managing member of the Farallon General Partner is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

 

 

 

 

 

None of the Farallon General Partner and its Managing Members has any additional information to disclose with respect to Items 2-6 of this Schedule 13D that is not otherwise disclosed in this Schedule 13D.

EXHIBIT INDEX

EXHIBIT 1

to

SCHEDULE 13D

 

JOINT ACQUISITION STATEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: October 7, 2022

 

FARALLON CAPITAL PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.

FARALLON CAPITAL (AM) INVESTORS, L.P.