Sec Form 3 Filing - GLENVIEW CAPITAL MANAGEMENT, LLC @ Brookdale Senior Living Inc. - 2019-09-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GLENVIEW CAPITAL MANAGEMENT, LLC 2. Issuer Name and Ticker or Trading Symbol Brookdale Senior Living Inc. [ BKD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 767 FIFTH AVENUE, 44TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2019 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 17,633,572 I ( 1 ) ( 2 ) See Footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Call Option (right to buy) ( 3 ) ( 4 ) $ 0 02/11/2022 02/11/2022 Common Stock 4,088,400 I ( 1 ) ( 2 ) See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GLENVIEW CAPITAL MANAGEMENT, LLC 767 FIFTH AVENUE 44TH FLOOR NEW YORK, NY10153 X ROBBINS LARRY 767 FIFTH AVENUE 44TH FLOOR NEW YORK, NY10153 X Signatures /s/ Mark J. Horowitz, Co-President of Glenview Capital Management, LLC 09/27/2019 Signature of Reporting Person Date /s/ Mark J. Horowitz, attorney-in-fact for Larry Robbins 09/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of the Issuer's Common Stock (the "Shares") and call options ("Options") are held for the accounts of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Glenview Capital Management, LLC serves as investment manager to each of Glenview Capital Partners, L.P., Glenview Capital Master Fund, Ltd., Glenview Institutional Partners, L.P., Glenview Offshore Opportunity Master Fund, Ltd. and Glenview Capital Opportunity Fund, L.P. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management, LLC. ( 2 )Each Reporting Person disclaims beneficial ownership of the Shares and Options except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. ( 3 )The Reporting Persons do not have the right to exercise the Options within 60 days, do not have direct or indirect voting power or investment power over the Shares underlying the Options, and do not have the right to acquire such power over such Shares within 60 days. Further, the Reporting Persons do not believe they have acquired the Shares or Options with the purpose or effect of changing or influencing the control of the Issuer or in connection with or as a participant in any transaction having such purpose or effect. ( 4 )Notwithstanding, based on Rule 13d-3(d) under the Exchange Act, the Reporting Persons began including the Shares underlying the Options in their beneficial ownership calculation as of the date of their Schedule 13D, and accordingly are filing this Form 3. Excluding the Options, the Reporting Persons are not over-10% beneficial owners, and are not otherwise subject to section 16 the Exchange Act, with respect to the Shares, and the filing of this Form 3 should not be construed as an admissions that the Reporting Persons are, for purposes of section 13 or section 16 of the Act, the beneficial owners of any Shares underlying the Options.

Remarks: Exhibit List: The Power of Attorney filed as Exhibit B to the Schedule 13D filed by the Reporting Persons on September 27, 2019 is incorporated herein by reference.

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).

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