Item 1. Security and Issuer
This statement on Schedule 13D (the “Schedule 13D”) relates
to the Common Stock, par value US $0.001 per share (the “Common
Stock”), of AAC Holdings, Inc. (the “Issuer”). The principal
executive offices of the Issuer are located at 200 Powell Place,
Brentwood, TN 37027.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Steven D. Lebowitz, Deborah P.
Lebowitz, David Lebowitz, Amanda Lebowitz, Lebowitz RCT, L.P. and
Lebowitz RCT, Inc. (collectively, the “Reporting
(b) The address of the principal business and principal office of
each of the Reporting Persons is 1333 Second Street, Suite 650,
Santa Monica, CA 90401.
(c) The principal business of Steven D. Lebowitz is the management
of real estate and other assets, including the ownership,
development and operation of medical office buildings, nursing
homes and mental health facilities. Each of Lebowitz RCT, L.P. and
Lebowitz RCT, Inc. is a private investment vehicle for Steven D.
Lebowitz. The occupation of Deborah P. Lebowitz is rancher. The
principal business of David Lebowitz is the management of real
estate and other assets. The occupation of Amanda Lebowitz is
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, to the knowledge of the Reporting
Persons, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or
state securities laws or finding any violations with respect to
(f) See responses to Item 6 on each cover page.
Item 3. Source and Amount of Funds or Other
The shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons (the “Subject Shares”) were
purchased using available personal funds and working capital,
including, with respect to Steven D. Lebowitz, through Lebowitz
RCT, L.P. and Lebowitz RCT, Inc. as private investment vehicles.
The aggregate consideration paid for the Subject Shares, excluding
commissions, was approximately $4,603,814.36.
Item 4. Purpose of the Transaction
The Reporting Persons originally acquired, and continue to hold,
the securities reported herein for investment purposes. The
Reporting Persons filed a Schedule 13G with the U.S. Securities and
Exchange Commission (the “SEC”) on December 4, 2018, as
amended by Amendment No. 1 to the Schedule 13G filed with the
SEC on February 7, 2019 (collectively, the “Schedule
13G”). The Reporting Persons are filing this Schedule 13D to
supersede the Schedule 13G.
The Reporting Persons now intend to become actively engaged with
the Issuer. These activities may include speaking with management,
the board, other shareholders, and third parties to gather
information and share the Reporting Persons’ views on the Issuer’s
strategic alternatives, including financing, sales of assets or
otherwise. The Reporting Persons may also formulate or engage in
plans or proposals regarding the Issuer and its operations, its
assets, or its securities. Such plans or proposals may include
one or more plans or proposals that relate to the Issuer’s
business, management, strategic alternatives and direction, capital
structure and allocation, corporate governance, and board
composition. In addition, the Reporting Persons may acquire
additional securities of the Issuer or may determine to sell, or
otherwise dispose of, all or some of the securities of the Issuer
presently beneficially owned by the Reporting Persons, in the open
market or in private transactions. Such actions will depend upon a
variety of factors, including, without limitation, current and
anticipated future trading prices for the Common Stock, the
financial condition, results of operations and prospects of the
Issuer, alternative investment opportunities, general economic,
financial market and industry conditions and other factors that the
Reporting Persons may deem material to its investment decision.