Washington, D.C. 20549
(Amendment No. 4)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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. ☐
* 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).
CUSIP No. 140475104
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1
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NAME OF REPORTING PERSONS
HCRE Special Investment LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(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
OO
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5
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CHECK 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
1,878,829
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,878,829
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10
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SHARED DISPOSITIVE POWER
20,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,898,829*
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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)
6.3%
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14
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TYPE OF REPORTING PERSON
OO
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* See Item 5
CUSIP No. 140475104
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1
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NAME OF REPORTING PERSONS
Radix Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(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
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5
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CHECK 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
0
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8
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SHARED VOTING POWER
1,878,829
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,898,829*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,898,829*
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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)
6.3%
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14
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TYPE OF REPORTING PERSON
OO
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* See Item 5
CUSIP No. 140475104
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1
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NAME OF REPORTING PERSONS
Joshua Packwood
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(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
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5
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CHECK 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
United States
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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
0
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8
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SHARED VOTING POWER
1,878,829
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,898,829*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,898,829*
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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)
6.3%
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14
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TYPE OF REPORTING PERSON
IN
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* See Item 5
CUSIP No. 140475104
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1
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N
AME OF REPORTING PERSONS
Schuster Tanger
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(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
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5
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CHECK 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
United States
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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
0
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8
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SHARED VOTING POWER
1,878,829
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,898,829*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,898,829*
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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)
6.3%
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14
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TYPE OF REPORTING PERSON
IN
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* See Item 5
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2015, Amendment No. 1 thereto, filed with the SEC on December 10, 2015, Amendment No. 2 thereto, filed with the SEC on January 26, 2016, and Amendment No. 3 thereto, filed with the SEC on March 22, 2016, on behalf of the Reporting Persons with respect to the shares of
common stock, par value
$0.01 per share (the “Common Stock”), of Capital Senior Living Corporation, a Delaware corporation (the “Issuer”).
Item 5.
Interest in Securities of the Issuer
Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
(a), (b) HCRE beneficially owns 1,878,829 shares of Common Stock (the “HCRE Shares”). Each of Radix, Mr. Packwood and Mr. Tanger may be deemed to beneficially own the HCRE Shares. Each of Radix, Mr. Packwood and Mr. Tanger disclaim beneficial ownership of the HCRE Shares. Carpe Diem Investment Holdings LLC (“CDIH”) is a member of HCRE, and, as managing member of HCRE and pursuant to the operating agreement of HCRE, Radix must provide written consent to CDIH prior to CDIH investing in any securities of the Issuer. As such, the Reporting Persons may be deemed to have shared dispositive power over the 20,000 shares of Common Stock beneficially owned by CDIH (the “CDIH Shares”). The Reporting Persons disclaim (i) beneficial ownership of the CDIH Shares and (ii) the existence of a “group” with CDIH within the meaning of Section 13(d)(3) of the Exchange Act. Based upon a total of 30,035,019 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 10-K for the fiscal year ended December 31, 2016, the Reporting Persons may be deemed to beneficially own 6.3% (1,898,829 shares) of the outstanding shares of Common Stock.
As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons and CDIH in shares of Common Stock in the past 60 days, all of which were brokered transactions made on the open market, are set forth below.
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Person
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Trade Date
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Purchased (Sold)
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Price / Share
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CDIH
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3/9/2017
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20,000
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$14.65
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(d) No person other than the Reporting Persons and CDIH has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
CDIH is a member of HCRE, and, as managing member of HCRE and pursuant to the operating agreement of HCRE, Radix must provide written consent to CDIH prior to CDIH investing in any securities of the Issuer. The Reporting Persons disclaim the existence of a “group” with CDIH within the meaning of Section 13(d)(3) of the Exchange Act.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certified that the information set forth in this statement is true, complete and correct.
Dated: March 13, 2017
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HCRE SPECIAL INVESTMENT LLC
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By:
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Radix Partners LLC, its managing member
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By:
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/s/ Schuster Tanger
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Name:
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Schuster Tanger
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Title:
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Managing Member
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RADIX PARTNERS LLC
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By:
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/s/ Schuster Tanger
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Name:
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Schuster Tanger
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Title:
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Managing Member
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JOSHUA PACKWOOD
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By:
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/s/ Joshua Packwood
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SCHUSTER TANGER
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By:
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/s/ Schuster Tanger
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