Brookdale Senior Living Inc.

Major Shareholding Notification • Nov 14, 2016

SC 13G 1 p16-2169sc13g.htm SENATOR INVESTMENT GROUP LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Brookdale
Senior Living Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
112463104
(CUSIP Number)
November
4, 2016
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 8 Pages)

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The information required in 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. 112463104 13G Page 2 of 9 Pages

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1	NAME OF REPORTING PERSON SENATOR INVESTMENT GROUP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 12,698,600
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 12,698,600
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.82%
12	TYPE OF REPORTING PERSON IA, PN

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1	NAME OF REPORTING PERSON ALEXANDER KLABIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 12,698,600
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 12,698,600
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,698,600
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.82%
12	TYPE OF REPORTING PERSON IN

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1	NAME OF REPORTING PERSON DOUGLAS SILVERMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 12,698,600
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 12,698,600
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,698,600
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.82%
12	TYPE OF REPORTING PERSON IN

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Item 1(a).
Brookdale Senior Living Inc.

Item 1(b).
111 Westwood Place, Suite 400
Brentwood, TN 37027

Item 2(a).
Senator Investment Group LP ("Senator Investment") serves as investment manager to various investment funds (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Alexander Klabin ("Mr. Klabin") and Douglas Silverman ("Mr. Silverman," and together with Mr. Klabin and Senator, the "Reporting Persons") have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein.

Item 2(b).
The principal office of each of the Reporting Persons is:
c/o Senator Investment Group LP
510 Madison Avenue
28th Floor
New York, NY 10022

Item 2(c).
Senator Investment is a Delaware limited partnership. Each of Messrs. Klabin and Silverman is a United States citizen.

Item 2(d).
Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e).
112463104

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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:

Item 4.
The percentages used herein are calculated based upon 186,060,769
shares of Common Stock outstanding, which reflects the number of shares of Common Stock outstanding as of October 28, 2016, as
reported in the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2016, filed with the SEC on November
3, 2016.
Senator Investment
(a)	Amount of beneficially owned: 12,698,600
(b)	Percent of class: 6.82%
(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: 12,698,600
	(iii)	Sole power to dispose or to direct the disposition of: 0

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Mr. Klabin — (a)	Amount of beneficially owned: 12,698,600
(b)	Percent of class: 6.82%
(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: 12,698,600
	(iii)	Sole power to dispose or to direct the disposition of: 0
Mr. Silverman
(a)	Amount of beneficially owned: 12,698,600
(b)	Percent of class: 6.82%
(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: 12,698,600
	(iii)	Sole power to dispose or to direct the disposition of: 0

Item 5.
Not applicable.

Item 6.
The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were 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 such purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATE: November 14, 2016

SENATOR INVESTMENT GROUP LP
/s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: General Counsel
/s/ Evan Gartenlaub as Attorney-in-Fact*
ALEXANDER KLABIN
/s/ Evan Gartenlaub as Attorney-in-Fact*
DOUGLAS SILVERMAN

• Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

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CUSIP No. 112463104 13G Page 9 of 9 Pages

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Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: November 14, 2016

SENATOR INVESTMENT GROUP LP
/s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: General Counsel
/s/ Evan Gartenlaub as Attorney-in-Fact*
ALEXANDER KLABIN
/s/ Evan Gartenlaub as Attorney-in-Fact*
DOUGLAS SILVERMAN

• Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.