Brookdale Senior Living Inc. (BKD) received an updated Schedule 13G/A from investment adviser Flat Footed LLC and its managing member Marc Andersen regarding their holdings of Brookdale common stock.
The filing reports beneficial ownership of 8,497,561 shares of common stock for each of Flat Footed LLC and Marc Andersen, representing 3.6% of the class. This percentage is based on 237,655,392 shares outstanding as of November 5, 2025, as reported by Brookdale in a Form 10‑Q.
The shares are held across various private funds for the benefit of those funds’ investors. Flat Footed LLC and Marc Andersen report shared voting and dispositive power over 8,497,561 shares, with no sole voting or dispositive power. The funds themselves expressly disclaim beneficial ownership of the securities reported.
The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Brookdale, nor in connection with any such control‑related transaction.
What ownership stake in Brookdale Senior Living Inc. (BKD) does Flat Footed LLC report?
Flat Footed LLC reports beneficial ownership of 8,497,561 Brookdale common shares, equal to 3.6% of the class. This percentage is calculated using 237,655,392 shares outstanding as of November 5, 2025, as disclosed in Brookdale’s Form 10‑Q.
Who are the reporting persons in this Brookdale (BKD) Schedule 13G/A filing?
The reporting persons are Flat Footed LLC and its Managing Member, Marc Andersen. Flat Footed LLC acts as investment manager to various private funds, and Andersen may be deemed a beneficial owner through his role overseeing investment and voting discretion for these holdings.
How many Brookdale (BKD) shares do Flat Footed LLC and Marc Andersen report voting power over?
Flat Footed LLC and Marc Andersen each report shared voting power over 8,497,561 Brookdale common shares and no sole voting power. They also report shared dispositive power over the same number of shares, reflecting their management role over the private funds holding these securities.
Are the Brookdale (BKD) shares held by Flat Footed LLC intended to influence control of the company?
The filing certifies the Brookdale shares were acquired and are held in the ordinary course of business. It states they were not acquired and are not held to change or influence control of Brookdale or as part of any control‑related transaction, aside from certain nomination activities.
Why do the private funds related to Flat Footed LLC disclaim beneficial ownership of Brookdale (BKD) shares?
The filing states that, pursuant to Rule 13d‑4, each fund expressly disclaims beneficial ownership of the securities reported. The shares are held for the benefit of the funds’ investors, while Flat Footed LLC and Marc Andersen may be deemed beneficial owners due to their investment and voting discretion.
What does Item 5 in the Brookdale (BKD) Schedule 13G/A indicate about Flat Footed LLC’s ownership level?
Item 5 confirms that the reported holdings represent ownership of 5 percent or less of Brookdale’s common stock. With 8,497,561 shares, or 3.6% of the class, the position falls below the 5% threshold that typically triggers initial Schedule 13D or 13G reporting.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Brookdale Senior Living Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
112463104
(CUSIP Number)
12/31/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
112463104
1
Names of Reporting Persons
Flat Footed LLC
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
8,497,561.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,497,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,497,561.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
IA, HC, OO
SCHEDULE 13G
CUSIP No.
112463104
1
Names of Reporting Persons
Marc Andersen
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
8,497,561.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,497,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,497,561.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Brookdale Senior Living Inc.
(b)
Address of issuer's principal executive offices:
105 WESTWOOD PLACE, SUITE 400, BRENTWOOD, TENNESSEE, 37027.
Item 2.
(a)
Name of person filing:
Flat Footed LLC
Marc Andersen
(b)
Address or principal business office or, if none, residence:
Flat Footed LLC
3415 North Pines Way, Suite 205
Wilson, WY 83014
Marc Andersen
c/o Flat Footed LLC
3415 North Pines Way, Suite 205
Wilson, WY 83014
(c)
Citizenship:
Flat Footed LLC - DE
Marc Andersen - USA
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
112463104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Flat Footed LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Flat Footed LLC, which serves as the investment manager to various private funds, which hold securities for the benefit of their investors, and Mr. Marc Andersen, as Managing Member of Flat Footed LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the funds are the beneficial owner of any of the securities reported herein.
Flat Footed LLC - 8,497,561
Marc Andersen - 8,497,561
(b)
Percent of class:
Ownership percentage is based on 237,655,392 shares of the registrant's common stock, $0.01 par value, outstanding as of November 5, 2025, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025.
Flat Footed LLC - 3.6%
Marc Andersen - 3.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Flat Footed LLC - 0
Marc Andersen - 0
(ii) Shared power to vote or to direct the vote:
Flat Footed LLC - 8,497,561
Marc Andersen - 8,497,561
(iii) Sole power to dispose or to direct the disposition of:
Flat Footed LLC - 0
Marc Andersen - 0
(iv) Shared power to dispose or to direct the disposition of:
Flat Footed LLC - 8,497,561
Marc Andersen - 8,497,561
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
