Amended Statement of Beneficial Ownership (sc 13d/a)
07 Novembre 2012 - 11:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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METROPOLITAN HEALTH NETWORKS, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
(CUSIP Number)
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Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California
90067
Telephone (310) 432-0200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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 Rule 13d-1(e), 13d-1(f) or
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 Rule 13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
2
OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain
Capital Partners LLC
73-1726370
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS*
AF (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None (See Item
5)
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8
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SHARED VOTING POWER
None (See Item
5)
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9
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SOLE DISPOSITIVE POWER
None (See Item
5)
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10
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SHARED DISPOSITIVE POWER
None (See Item
5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
None (See Item 5)
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14.
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TYPE OF REPORTING
PERSON*
OO Limited Liability
Company
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
3
OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Partners II, L.P.
20-4117535
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF
FUNDS*
WC (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
None (See Item
5)
|
|
8
|
|
SHARED VOTING POWER
None (See Item
5)
|
|
9
|
|
SOLE DISPOSITIVE POWER
None (See Item
5)
|
|
10
|
|
SHARED DISPOSITIVE POWER
None (See Item
5)
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
None (See Item 5)
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14.
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TYPE OF REPORTING
PERSON*
PN Limited Partnership
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
4
OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RMCP GP
LLC
20-4442412
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
x
(b)
¨
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3
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SEC USE ONLY
|
4
|
|
SOURCE OF
FUNDS*
AF (See Item
3)
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5
|
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
None (See Item
5)
|
|
8
|
|
SHARED VOTING POWER
None (See Item
5)
|
|
9
|
|
SOLE DISPOSITIVE POWER
None (See Item
5)
|
|
10
|
|
SHARED DISPOSITIVE POWER
None (See Item
5)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5)
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
None (See Item 5)
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14.
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TYPE OF REPORTING
PERSON*
OO Limited Liability Company
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
5
OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain
Capital Management,
Inc.
13-4057186
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
|
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SEC USE ONLY
|
4
|
|
SOURCE OF
FUNDS*
AF (See Item
3)
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5
|
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
None (See Item
5)
|
|
8
|
|
SHARED VOTING POWER
None (See Item
5)
|
|
9
|
|
SOLE DISPOSITIVE POWER
None (See Item
5)
|
|
10
|
|
SHARED DISPOSITIVE POWER
None (See Item
5)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5)
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
None (See Item 5)
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14.
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TYPE OF REPORTING
PERSON*
CO Corporation
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
6
OF 9 PAGES
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Willem
Mesdag
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
|
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SEC USE ONLY
|
4
|
|
SOURCE OF
FUNDS*
AF (See Item
3)
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5
|
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
None (See Item
5)
|
|
8
|
|
SHARED VOTING POWER
None (See Item
5)
|
|
9
|
|
SOLE DISPOSITIVE POWER
None (See Item
5)
|
|
10
|
|
SHARED DISPOSITIVE POWER
None (See Item
5)
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5)
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
None (See Item 5)
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14
.
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TYPE OF REPORTING
PERSON*
IN Individual
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
7
OF 9 PAGES
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This Amendment No. 2 amends and supplements the Schedule 13D filed with the
Securities and Exchange Commission (the SEC) on August 13, 2012, as amended by Amendment No. 1 thereto, filed with the SEC on October 9, 2012 (together, this Schedule 13D), by (i) Red Mountain Capital
Partners LLC, a Delaware limited liability company (RMCP LLC), (ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (RMCP II), (iii) RMCP GP LLC, a Delaware limited liability company
(RMCP GP), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (RMCM), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value
$0.01 per share (the Common Stock), of Metropolitan Health Networks, Inc., a Florida corporation (Metropolitan). RMCP LLC, RMCP II and RMCP GP are sometimes collectively referred to herein as Red Mountain.
Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the Reporting Persons. The sole limited partner of RMCP II is Red Mountain Partners, L.P. The filing of any amendment to this Schedule 13D (including
the filing of this Amendment No. 2) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the
Securities Exchange Act of 1934, as amended.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 of this Schedule 13D is hereby amended to include the following information:
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(c)
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On November 5, 2012, RMCP II sold 2,705,882 shares of Common Stock on the open market, which represent all shares of Common Stock held by it, at a weighted
average price of $11.0994 per share.
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(e)
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The Reporting Persons ceased to be beneficial owners of more than 5% of the Common Stock on November 5, 2012. Accordingly, this is the final amendment to
this Schedule 13D and an exit filing for the Reporting Persons.
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
8
OF 9 PAGES
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SIGNATURE
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: November 7, 2012
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RED MOUNTAIN CAPITAL PARTNERS LLC
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RED MOUNTAIN CAPITAL PARTNERS II, L.P.
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By:
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RMCP GP LLC, its general partner
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RMCP GP LLC
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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Authorized Signatory
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RED MOUNTAIN CAPITAL MANAGEMENT, INC.
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/s/ Willem Mesdag
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By:
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Willem Mesdag
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Title:
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President
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WILLEM MESDAG
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/s/ Willem Mesdag
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CUSIP No. 592142103
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SCHEDULE 13D
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PAGE
9
OF 9 PAGES
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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1
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Joint Filing Agreement, dated as of August 13, 2012, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting
Persons with the SEC on August 13, 2012).
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