As of the date of this filing, Millenco LLC, a Delaware limited liability company ("Millenco"), is the beneficial owner of 1,099,794 shares of the Companys Common Stock and Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), is the beneficial owner of 3,353 shares of the Companys Common Stock.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. The foregoing should not be construed in and of itself as an admission by Millennium International Management or Millennium International Management GP as to beneficial ownership of the securities owned by Cognizant Holdings.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Millennium Management is also the general partner of the 100% shareholder of Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and of Millennium International Management GP. Consequently, Mr. Englander may also be deemed to be the beneficial owner of any securities owned by Millenco or Cognizant Holdings, as the case may be. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millenco or Cognizant Holdings, as the case may be.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
759148109
|
SCHEDULE 13G
|
Page
|
|
12
|
|
of
|
|
15
|
(b) Percent of Class:
Millennium Management and Mr. Englander may be deemed to beneficially own 1,103,147 of the Companys Common Stock or 6.0% (see Item 4(a) above), which percentage was calculated based on 18,447,389 shares of Common Stock outstanding as of September 31, 2009, as per the Companys Form 10-Q dated November 5, 2009.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
1,103,147 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,103,147 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
759148109
|
SCHEDULE 13G
|
Page
|
|
13
|
|
of
|
|
15
|
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 4, 2009, by and among Millenco LLC, Cognizant Holdings, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
759148109
|
SCHEDULE 13G
|
Page
|
|
14
|
|
of
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNATURE
|
|
|
|
|
|
|
|
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 4, 2009
|
|
MILLENCO
LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Executive Officer
|
COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP,
its Investment Manager
|
By: /s/ David Nolan
|
Name: David Nolan
Title: Co-President
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
|
By: /s/David Nolan
|
Name: David Nolan
Title: Executive Vice President
|
MILLENNIUM MANAGEMENT
LLC
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
|
Israel
A.
Englander
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
759148109
|
SCHEDULE 13G
|
Page
|
|
15
|
|
of
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOINT
FILING AGREEMENT
|
|
|
|
|
|
|
|
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of RehabCare Group Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 4, 2009
|
|
MILLENCO
LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Executive Officer
|
COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP,
its Investment Manager
|
By: /s/ David Nolan
|
Name: David Nolan
Title: Co-President
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
|
By: /s/David Nolan
|
Name: David Nolan
Title: Executive Vice President
|
MILLENNIUM MANAGEMENT
LLC
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
|
Israel
A. Englander
|