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

Rhea-AI Filing Summary

Deerfield Mgmt, L.P. and affiliated entities reported beneficial ownership of 15,362,264 shares of Brookdale Senior Living common stock, representing 6.47% of the class, in Amendment No. 3 to a Schedule 13G/A. The filing is submitted under Rule 13d-1(b), indicating a passive reporting status. All reporting persons disclose 0 sole voting and dispositive power and 15,362,264 shares of shared voting and dispositive power. The statement includes a certification that the securities were not acquired to change or influence control. The filing was signed by Jonathan Isler as Attorney-in-Fact on 08/14/2025 and cites an event date of 06/30/2025.

Positive

• Material disclosure: Reporting persons beneficially own 15,362,264 shares, representing 6.47% of Brookdale Senior Living common stock.
• Passive filing: Position reported under Rule 13d-1(b) on a Schedule 13G/A, indicating the stake is disclosed as passive.

Negative

• None.

Insights

Financial Analyst

Deerfield reports a material, passive 6.47% stake (15.36M shares) via Schedule 13G/A.

The filing discloses that Deerfield Mgmt, Deerfield Management Company, Deerfield Partners and James E. Flynn each beneficially own 15,362,264 shares, equal to 6.47% of the outstanding common stock. The position is reported under Rule 13d-1(b), which denotes a passive stake rather than an activist intent. Reported powers show 0 sole voting or dispositive authority and full shared voting and dispositive power over the disclosed shares, providing clear attribution of control among the filing parties.

Corporate Governance Expert

Schedule 13G/A indicates passive joint ownership with shared voting/dispositive power and includes certification against control-seeking.

The joint filing structure and exhibits (Joint Filing Agreement, Item 8 statement, Power of Attorney) demonstrate coordinated disclosure by Deerfield entities and James E. Flynn. The certification in Item 10 explicitly states the holdings were not acquired to influence control. Signatures executed by an Attorney-in-Fact (Jonathan Isler) are included with dates, and the filing identifies Delaware-organized reporting entities and the filer’s New York address, satisfying formal disclosure and attribution requirements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Brookdale Senior Living Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

112463104

(CUSIP Number)

06/30/2025

(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 15,362,264.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,362,264.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,362,264.00

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)

6.47 %

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 15,362,264.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,362,264.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,362,264.00

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)

6.47 %

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 15,362,264.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,362,264.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,362,264.00

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)

6.47 %

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 15,362,264.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,362,264.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,362,264.00

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)

6.47 %

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. - 15,362,264 shares Deerfield Management Company, L.P. - 15,362,264 shares Deerfield Partners, L.P. - 15,362,264 shares James E. Flynn - 15,362,264 shares
(b)	Percent of class: Deerfield Mgmt, L.P. - 6.47% Deerfield Management Company, L.P. - 6.47% Deerfield Partners, L.P. - 6.47% James E. Flynn - 6.47%
(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. - 15,362,264 Deerfield Management Company, L.P. - 15,362,264 Deerfield Partners, L.P. - 15,362,264 James E. Flynn - 15,362,264
	(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. - 15,362,264 Deerfield Management Company, L.P. - 15,362,264 Deerfield Partners, L.P. - 15,362,264 James E. Flynn - 15,362,264
Item 5.	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:	08/14/2025

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/14/2025

Deerfield Partners, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/14/2025

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	08/14/2025

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

What stake did Deerfield report in Brookdale Senior Living (BKDT)?

15,362,264 shares, representing 6.47% of the outstanding common stock.

Under which rule was the Schedule 13G/A filed for BKDT?

The filing is checked under Rule 13d-1(b), indicating a passive investor disclosure.

Do the reporting persons have sole voting or dispositive power over these shares?

No. The filing reports 0 shares with sole voting or dispositive power and 15,362,264 shares with shared voting and dispositive power.

What dates are associated with the filing and signatures?

The event date requiring the filing is 06/30/2025; signatures are dated 08/14/2025.

Who signed the Schedule 13G/A on behalf of Deerfield and affiliates?

Jonathan Isler, Attorney-in-Fact, signed on behalf of Deerfield Mgmt, Deerfield Management Company, Deerfield Partners, L.P. and James E. Flynn.