| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
Veradigm Inc. [ MDRX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.01 per share | 5,087,686 | I | See Footnotes(1)(3) |
| Common Stock, par value $0.01 per share | 5,737,176 | I | See Footnotes(2)(3) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 0.875% Convertible Senior Notes due 2027 | 12/31/2021 | 01/01/2027 | Common Stock | 44,307 | (4) | I | See Footnotes(1)(3) |
| 0.875% Convertible Senior Notes due 2027 | 12/31/2021 | 01/01/2027 | Common Stock | 49,939 | (4) | I | See Footnotes(2)(3) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Held directly by Stonehill Master Fund Ltd (the "Master Fund"). |
| 2. Held directly by Stonehill Institutional Partners, L.P. (the "Fund"). |
| 3. Stonehill Capital Management LLC ("Management") is the manager of the Fund and the Master Fund. John Motulsky, Jonathan Sacks, Peter Sisitsky, Michael Thoyer, Michael Stern, Samir Arora and Garrett Zwahlen are the managing members of Management. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 4. Senior Notes due 2027 (the "Notes") are convertible into shares of the Issuer's common stock at a conversion rate of 75.0962 shares of common stock The 0.875% Convertible per $1,000 principal amount of the Notes (subject to adjustment pursuant to the terms of the Notes). |
| Stonehill Capital Management LLC, By: Paul Malek, authorized signatory, /s/ Paul Malek | 03/04/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Joint Filer Information and Signatures
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
STONEHILL MASTER FUND LTD.
By: |
/s/ Paul Malek |
Name: |
Paul Malek |
Title: |
Authorized Signatory |
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
STONEHILL INSTITUTIONAL PARTNERS, L.P.
By: |
/s/ Paul Malek |
Name: |
Paul Malek |
Title: |
Authorized Signatory |
Date: |
March 4, 2024 |
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: |
/s/ Paul Malek, as attorney-in-fact |
Name: |
John Motulsky |
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: /s/ Paul Malek, as attorney-in-fact
Name: Jonathan Sacks
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: /s/ Paul Malek, as attorney-in-fact
Name: Peter Sisitsky
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: /s/ Paul Malek, as attorney-in-fact
Name: Michael Thoyer
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: /s/ Paul Malek, as attorney-in-fact
Name: Michael Stern
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: /s/ Paul Malek, as attorney-in-fact
Name: Samir Arora
Date: March 4, 2024
Address: c/o Stonehill Capital Management LLC, 320 Park Avenue, 26th Floor, New York, NY 10022
By: /s/ Paul Malek, as attorney-in-fact
Name: Garrett Zwahlen
Date: March 4, 2024
2