| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Veradigm Inc. [ MDRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 02/28/2024 | P | 2,679,000 | A | $6.81 | 7,766,686 | I | See Footnotes(1)(2) | ||
| Common Stock, par value $0.01 per share | 02/28/2024 | P | 3,021,000 | A | $6.81 | 8,758,176 | I | See Footnotes(2)(3) | ||
| Common Stock, par value $0.01 per share | 02/29/2024 | P | 246,750 | A | $6.09(4) | 8,013,436 | I | See Footnotes(1)(2) | ||
| Common Stock, par value $0.01 per share | 02/29/2024 | P | 278,250 | A | $6.09(4) | 9,036,426 | I | See Footnotes(2)(3) | ||
| Common Stock, par value $0.01 per share | 03/01/2024 | P | 1,599,150 | A | $6(5) | 9,612,586 | I | See Footnotes(1)(2) | ||
| Common Stock, par value $0.01 per share | 03/01/2024 | P | 2,398,725 | A | $6(5) | 11,435,151 | I | See Footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Held directly by Stonehill Master Fund Ltd (the "Master Fund"). |
| 2. Stonehill Capital Management LLC ("Management") is the manager of Stonehill Institutional Partners, L.P. (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 interests 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. |
| 3. Held directly by the Fund. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.00 to $6.1474, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1 and 5 to this Form 4. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.9310 to $6.0947, inclusive. |
| /s/ Stonehill Capital Management LLC, by Paul Malek, Authorized Signatory | 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 4 (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
1.
Name: Stonehill Master Fund Ltd.
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
2.
Name: Stonehill Institutional Partners, L.P.
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
3.
Name: John Motulsky
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
4.
Name: Jonathan Sacks
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
5.
Name: Peter Sisitsky
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
6.
Name: Michael Thoyer
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
7.
Name: Michael Stern
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
8.
Name: Samir Arora
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
9.
Name: Garrett Zwahlen
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
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