availability of shares for purchase and the price levels of such shares; general market and economic conditions; ongoing evaluation of the Company’s business operations and prospects; the
relative attractiveness of alternative business and investment opportunities; the actions of the management and the Board of Directors of the Company; personal financial planning; personal philanthropic endeavors; estate planning; and other future
developments.
Other than as may have arisen in his capacity as a director of the Company, the Reporting Person currently has no plans or proposals that
relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Person may, at any time and from time to time, review or reconsider his
position and/or change his purpose and/or formulate plans or proposals with respect thereto. To the extent the Reporting Person may be involved in the formulation or approval of such plans or proposals solely in his capacity as a director of the
Company, the Reporting Person does not expect to disclose such developments of his involvement by amending this Statement.
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Item 5.
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Interest in Securities of the Issuer
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As of the date hereof, the Reporting Person is the beneficial owner of 35,472,803.5 shares of common stock representing approximately 5.0% of the
approximately 706,519,793 shares outstanding, as disclosed in the Company’s final prospectus supplement filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, and assuming conversion of all of the Series B Mandatory
Convertible Preferred Stock beneficially owned by the Reporting Person. The Reporting Person’s ownership consists of 32,000,000 shares owned by limited liability companies of which the Reporting Person is the trustee of the sole member, 4,512
shares owned by the Reporting Person’s two minor children, 862,479 shares held by the Mitchell P. Rales Family Trust of which the Reporting Person is trustee, 194,075 shares attributable to the Reporting Person’s 401(k) account and
2,236,454 shares owned directly. The Reporting Person disclaims beneficial ownership of all shares that are owned directly or indirectly by his spouse and by Steven M. Rales, his brother.
The Reporting Person’s beneficial ownership also consists of approximately 125,202.5 shares of common stock underlying 25,000 shares of the Company’s
Series B Mandatory Convertible Preferred Stock owned by a charitable foundation of which the Reporting Person is a director, and approximately 50,081 shares of common stock underlying the 10,000 shares of the Company’s Series B Mandatory
Convertible Preferred Stock owned by the Mitchell P. Rales Family Trust of which the Reporting Person is trustee, in each case calculated based on the conversion rate in effect as of the date hereof. At any time prior to April 15, 2023, the
Reporting Person has the option to elect to convert the shares of the Series B Mandatory Convertible Preferred Stock in whole or in part into shares of the Company’s common stock at the minimum conversion rate of 5.0081 shares of the
Company’s common stock per share of Series B Mandatory Convertible Preferred Stock. In addition, the Series B Mandatory Preferred Stock will convert into shares of the Company’s common stock on the second business day immediately following
the last trading day of the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding April 15, 2023 (the “mandatory conversion date”). Upon conversion on the mandatory
conversion date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will be not more than 6.1349 shares of common stock and not less than 5.0081 shares of common stock, with the exact conversion rate depending
on the applicable market value of the common stock.
All of the shares of the Company’s common stock held by the limited liability companies of which
the Reporting Person is the trustee of the sole member are pledged to secure lines of credit with certain banks and each of these entities and the Reporting Person are in compliance with these lines of credit.
During the past sixty days, the Reporting Person acquired beneficial ownership of 35,000 shares of Series B Mandatory Convertible Preferred Stock on
May 12, 2020 at the public offering price of $1,000 per share. 25,000 of such shares were acquired by a charitable foundation of which the Reporting Person is a director and 10,000 of the shares were acquired by the Mitchell P. Rales Family
Trust of which the Reporting Person is trustee. In addition, the reporting person’s two minor children acquired a total of 1,226 shares of common stock on May 12, 2020 at the public offering price of $163.00 per share.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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This Item incorporates by reference the information in Item 4 and Item 5 hereof. There are presently no contracts,
arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, or between such persons and any other person, with respect to any securities of the Company, including, but not limited to,
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