Item 1 Comment:
This Amendment No. 5 to Schedule 13D ("Amendment No. 5"), which relates to shares of the Common Stock, par value $.001 per share (the "Common Stock"), of NRC Health, a Delaware corporation (the "Issuer") is being filed by: (i) Common Property Trust ("CPT"); (ii) Common Property Trust LLC, a Delaware limited liability company ("CPT LLC"), (iii) Amandla LLC, a Delaware limited liability company ("Amandla LLC"); (iv) Patrick E. Beans, ("PB"), and (v) Michael D. Hays, the founder and Chairman of the Board of the Issuer ("MH", and collectively with CPT, CPT LLC, Amandla LLC and PB, the "Reporting Persons"). This Amendment No. 5 amends the Schedule 13D initially filed on March 22, 2021, as amended by Amendment No. 1 thereto filed on March 5, 2024 by: (x) Thomas Richardson, as the trustee of CPT and Manager of CPT LLC ("TR"), (y) CPT, and (z) CPT LLC; Amendment No. 2 thereto filed on April 10, 2025 by the Reporting Persons and TR; Amendment No. 3 thereto filed on March 27, 2026 by the Reporting Persons, and Amendment No. 4 thereto filed on June 12, 2026 by the Reporting Persons (collectively, the "CPT 13D").
This Amendment No. 5 is being filed to reflect a change in the beneficial ownership of the Reporting Persons as a result of a decrease in the number of outstanding shares of the Issuer's Common Stock as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2026, and not as a result of an acquisition of shares of the Issuer's Common Stock by the Reporting Persons.
Neither the filing of this Amendment No. 5 nor any of its contents shall be deemed to constitute: (i) an admission that MH is the beneficial owner of the Common Stock beneficially owned by his spouse, CPT, CPT LLC, or Amandla LLC, or any of the Excluded Shares (as defined herein), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Section 16 of the Exchange Act, or for any other purpose, and MH expressly disclaims beneficial ownership of such shares and (ii) an assertion or presumption that any of the persons on whose behalf this Amendment No. 5 is filed constitute a "group."
This Amendment No. 5 amends the CPT 13D (as previously amended) as set forth below. |
| (a) | Item 5 is hereby amended and restated to read in its entirety as follows:
(a) Set forth below is the aggregate number and percentage of outstanding shares of Common Stock owned beneficially by each Reporting Person based on 21,221,538 shares of Common Stock outstanding as of October 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 4, 2026:
Sole Power Shared Power Sole Power Shared Power
Amount to Vote to Vote to Dispose or to Dispose or
Reporting Beneficially Percent or Direct or Direct Direct the Direct the
Person Owned of Class the Vote the Vote Disposition Disposition
CPT LLC (1) 3,854,284 18.2% 0 3,854,284 0 3,854,284
Amandla LLC (2) 4,755,317 22.4% 0 4,755,317 0 4,755,317
CPT (3) 8,609,601 40.6% 0 8,609,601 0 8,609,601
MH (4) 447,299 2.1% 45,171 402,128 45,171 402,128
PB (5) 10,018,016 47.2% 35,003 9,983,013 35,003 9,983,013
(1) CPT LLC is the direct holder of 3,854,284 shares of Common Stock (the "CPT LLC Shares").
(2) Amandla LLC is the direct holder of 4,755,317 shares of Common Stock (the "Amandla Shares").
(3) CPT, as the 100% owner of each of CPT LLC and Amandla LLC, shares beneficial ownership of the CPT LLC Shares with CPT LLC and shares beneficial ownership of the Amandla Shares with Amandla LLC.
(4) Includes: (i) 20,154 shares of Common Stock held directly by MH (over which he has sole voting and dispositive power); (ii) 25,017 shares of Common Stock under currently exercisable stock options (over which he has sole voting and dispositive power); (iii) 76,095 shares of Common Stock held by MH's wife (MH disclaims beneficial ownership of the shares held by his wife); and (iv) 326,033 shares of Common Stock (the "Irrevocable Trust Shares") held directly by various irrevocable trusts (the "Irrevocable Trusts") created by MH for the benefit of various family members, that MH has the right to reacquire at any time by substituting other property having equivalent value therefor (the "Reacquisition Right"), such that MH shares beneficial ownership of the Irrevocable Trust Shares with the Irrevocable Trusts. Excludes (collectively, the "Excluded Shares"): (i) the CPT LLC Shares; (ii) the Amandla Shares; (iii) 47,110 shares of Common Stock (the "1999 Trust Shares") held directly by a trust created by MH for the benefit of various family members (the "1999 Trust"); and (iv) an aggregate of 142,597 shares of Common Stock (the "Family Trust Shares") held directly by two irrevocable trusts created by MH for the benefit of various family members (the "Family Trusts"). MH has the power to replace the manager of Amandla LLC and CPT LLC (currently PB), who has direct voting and dispositive power with respect to shares held by those entities, at any time, so long as the replacement in each case is not MH himself or anyone related or subordinate to MH within the meaning of Section 672(c) of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MH may be deemed to be the beneficial owner of the CPT LLC Shares and the Amandla Shares, however, MH disclaims beneficial ownership of all such shares. MH also has the power to replace the trustee of the 1999 Trust (currently PB), who has direct voting and dispositive power with respect to the 1999 Trust Shares, at any time, so long as the replacement is not MH himself or anyone related or subordinate to MH within the meaning of Section 672(c) of the Code. As a result, MH may be deemed to be the beneficial owner of the 1999 Trust Shares, however, MH disclaims beneficial ownership of the 1999 Trust Shares. In addition, MH has the power to replace the Protector of the Family Trusts, who can in turn replace the Special Holdings Direction Advisor of the Family Trusts at any time (currently PB), who has direct voting and dispositive power with respect to the Family Trust Shares, so long as the replacement in each case is not MH himself or anyone related or subordinate to MH within the meaning of Section 672(c) of the Code. As a result, MH may be deemed to be the beneficial owner of the Family Trust Shares, however, MH disclaims beneficial ownership of the Family Trust Shares. Neither the filing of this Amendment No. 5 nor any of its contents shall be deemed to constitute an admission that MH is the beneficial owner of any shares of Common Stock held by his spouse or any Excluded Shares for purposes of Section 13(d) of the Exchange Act, Section 16 of the Exchange Act, or for any other purpose.
(5) Includes: (i) 35,003 shares of Common Stock held by PB directly; (ii) the CPT LLC Shares and the Amandla Shares (PB is the manager of Amandla LLC and CPT LLC); (iii) the Irrevocable Trust Shares (PB is the Special Holdings Direction Advisor and Protector of the Irrevocable Trusts); (iv) the Family Trust Shares (PB is the Special Holdings Direction Advisor and Protector of the Family Trusts); (v) the 1999 Trust Shares (PB is the trustee of the 1999 Trust); (vi) an aggregate of 423,561 shares of Common Stock (the "Additional Shares") held directly by various trusts created by MH (the "Additional Shares Trusts") for the benefit of various family members (PB is the Special Holdings Direction Advisor and Protector of the Additional Shares Trusts, with direct voting and dispositive power over the Additional Shares); (vii) an aggregate of 175,011 shares of Common Stock (the "Burr Oak Shares") held directly by various limited liability companies (the "Burr Oak LLCs") that are 100% owned by certain of the Irrevocable Trusts, the Family Trusts and an Additional Share Trust (the "Burr Oak Irrevocable Trusts") (PB is the Special Manager of the Burr Oak LLCs); and (viii) 259,100 shares of Common Stock (the "Foundation Shares") held by a charitable foundation formed by MH (PB is one of two members of the Special Holdings Direction Advisor Committee for such foundation). As a result, PB shares beneficial ownership over: (i) the CPT LLC Shares with CPT and CPT LLC; (ii) the Amandla Shares with CPT and Amandla LLC; (iii) the Irrevocable Trust Shares with the Irrevocable Trusts and MH; (iv) the Family Trust Shares with the Family Trusts; (iv) the 1999 Trust Shares with the 1999 Trust; (v) the Additional Trust Shares with the Additional Trusts; (vi) the Burr Oak Shares with the Burr Oak LLCs and the Burr Oak Irrevocable Trusts; and (vi) the Foundation Shares with the other member of the Special Holdings Direction Advisor Committee for such foundation and such foundation (PB disclaims beneficial ownership of the Foundation Shares). |
| (c) | The following sales of Common Stock were effected during the past 60 days, in open market transactions pursuant to the Company's Registration Statement (File No. 333-232534):
Seller Date of Sale Number of Shares Price per Share
A Burr Oak LLC September 8, 2026 33,007 $21.29 (1)
September 9, 2026 13,201 $21.04 (1)
September 9, 2026 290 $21.16 (1)
September 10, 2026 8,465 $21.02 (1)
Another Burr Oak LLC September 15, 2026 12,256 $22.04 (2)
September 16, 2026 15,357 $22.07 (3)
An Irrevocable Trust September 21, 2026 25,827 $21.56 (4)
September 22, 2026 24,173 $21.65 (5)
November 3, 2026 25,845 $24.07 (6)
November 4, 2026 26,087 $25.27 (7)
November 4, 2026 8,871 $26.65 (8)
November 4, 2026 9,317 $27.05 (9)
November 5, 2026 11,217 $25.43 (10)
November 5, 2026 18,463 $26.68 (11)
November 5, 2026 200 $27.34
(1) Represents a weighted average price. Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(2) Represents a weighted average price (shares were sold at prices ranging from $22.00 - $22.16 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(3) Represents a weighted average price (shares were sold at prices ranging from $22.00 - $22.13 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(4) Represents a weighted average price (shares were sold at prices ranging from $21.50 - $21.85 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(5) Represents a weighted average price (shares were sold at prices ranging from $21.58 - $21.73 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(6) Represents a weighted average price (shares were sold at prices ranging from $24.00 - $24.22 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(7) Represents a weighted average price (shares were sold at prices ranging from $25.00 - $25.99 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(8) Represents a weighted average price (shares were sold at prices ranging from $26.00 - $26.99 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(9) Represents a weighted average price (shares were sold at prices ranging from $27.00 - $27.17 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(10) Represents a weighted average price (shares were sold at prices ranging from $25.15 - $26.09 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
(11) Represents a weighted average price (shares were sold at prices ranging from $26.21 - $27.19 per share, inclusive). Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC staff upon request.
Except for the foregoing, there have been no transactions in Common Stock effected by the Reporting Persons during the past 60 days. |
