[SCHEDULE 13G/A] Brookdale Senior Living Inc. 7.00% Tangible Equity Units SEC Filing

Rhea-AI Filing Summary

Deerfield-related entities report beneficial ownership of 11,637,032 shares of Brookdale Senior Living Inc. common stock, representing 4.90% of the class. The filing shows shared voting and dispositive power over those shares and indicates the holdings are held by Deerfield Partners, L.P., with Deerfield Mgmt, L.P. as general partner and Deerfield Management Company, L.P. as investment advisor; James E. Flynn is identified as an individual reporting person. The filing is a joint statement that references a joint filing agreement, an Item 8 statement and a previously filed power of attorney. The statement also certifies the holdings were not acquired to change or influence control of the issuer.

Insights

Securities Analyst

TL;DR: Deerfield group holds 4.90% of Brookdale with shared voting/dispositive power; disclosure is routine and non-controlling.

The report documents a 4.90% beneficial stake (11,637,032 shares) held collectively by Deerfield Partners, L.P. and affiliated entities with shared voting and dispositive authority. Because the position is below 5%, it falls into the routine disclosure category rather than a control or activist threshold. The filing clarifies the chain of ownership and the reporting roles of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P., reducing ambiguity about who exercises shared authority over the position.

Corporate Governance Expert

TL;DR: Joint filing clarifies governance roles but indicates no sole control; impact on board control is negligible.

The schedule shows no sole voting power and only shared voting/dispositive power across the reporting persons, which implies the group does not assert unilateral control. The certification stating the securities were not acquired to change control further supports a non-controlling posture. The inclusion of joint filing and power-of-attorney exhibits is standard for coordinated reporting among affiliated entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Brookdale Senior Living Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

112463104

(CUSIP Number)

08/22/2025

(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

Deerfield Mgmt, L.P.

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 11,637,032.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,637,032.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,637,032.00

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)

4.90 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.

SCHEDULE 13G

CUSIP No. 112463104

1

Names of Reporting Persons

Deerfield Management Company, L.P.

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 11,637,032.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,637,032.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,637,032.00

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)

4.90 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment advisor.

SCHEDULE 13G

CUSIP No. 112463104

1

Names of Reporting Persons

Deerfield Partners, L.P.

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 11,637,032.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,637,032.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,637,032.00

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)

4.90 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 112463104

1

Names of Reporting Persons

James E. Flynn

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 11,637,032.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,637,032.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,637,032.00

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)

4.90 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P.

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: James E. Flynn, Deerfield Mgmt, L.P., Deerfield Partners, L.P. and Deerfield Management Company, L.P.
(b)	Address or principal business office or, if none, residence: James E. Flynn, Deerfield Mgmt, L.P., Deerfield Partners, L.P. and Deerfield Management Company, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010
(c)	Citizenship: Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships; James E. Flynn - United States citizen
(d)	Title of class of securities: Common Stock
(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: Deerfield Mgmt, L.P. - 11,637,032 shares Deerfield Management Company, L.P. - 11,637,032 shares Deerfield Partners, L.P. - 11,637,032 shares James E. Flynn - 11,637,032 shares
(b)	Percent of class: Deerfield Mgmt, L.P. - 4.90% Deerfield Management Company, L.P. - 4.90% Deerfield Partners, L.P. - 4.90% James E. Flynn - 4.90%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: All Reporting Persons - 0
	(ii) Shared power to vote or to direct the vote: Deerfield Mgmt, L.P. - 11,637,032 Deerfield Management Company, L.P. - 11,637,032 Deerfield Partners, L.P. - 11,637,032 James E. Flynn - 11,637,032
	(iii) Sole power to dispose or to direct the disposition of: All Reporting Persons - 0
	(iv) Shared power to dispose or to direct the disposition of: Deerfield Mgmt, L.P. - 11,637,032 Deerfield Management Company, L.P. - 11,637,032 Deerfield Partners, L.P. - 11,637,032 James E. Flynn - 11,637,032
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.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit B
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 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.

Deerfield Mgmt, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/22/2025

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/22/2025

Deerfield Partners, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/22/2025

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/22/2025

Exhibit Information

Exhibit A. Joint Filing Agreement. Exhibit B. Item 8 Statement. Exhibit C. Power of Attorney (1). (1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

FAQ

How many Brookdale (BKDT) shares does Deerfield report owning?

The filing reports 11,637,032 shares beneficially owned by Deerfield-related reporting persons.

What percentage of Brookdale common stock does the 11,637,032 shares represent?

The reported holdings represent 4.90% of Brookdale Senior Living Inc.'s common stock.

Does Deerfield claim sole voting or dispositive power over these shares?

No. The filing shows 0 shares with sole voting or dispositive power and 11,637,032 shares with shared voting and dispositive power.

Which Deerfield entities are named as reporting persons?

The reporting persons are Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn.

Does the filing indicate Deerfield intends to change or influence control of Brookdale?

The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.