SC 13D/A 1 brhc10022275_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

BUTTERFLY NETWORK, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

124155102

(CUSIP Number)

Mark Horowitz

Co-President

Glenview Capital Management

767 Fifth Avenue, 44th Floor

New York, NY 10153

(212) 812-4700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 124155102

Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS
	GLENVIEW CAPITAL MANAGEMENT, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			4,774,846

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			4,774,846

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,774,846

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.9% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Represents the percentage ownership based on 164,862,472 shares of Common Stock of Butterfly Network, Inc. outstanding as of March 1, 2021 as reported in the Annual Report on Form 10-K filed on March 29, 2021.

CUSIP No. 124155102

Page 3 of 5 Pages

1	NAMES OF REPORTING PERSONS
	LONGVIEW INVESTORS LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			17,128,333 (2)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			17,128,333 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,128,333 (2)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.97% (3)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(2)	Includes 6,853,333 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants.

(3)

Based on a total of 171,715,805 shares of Common Stock outstanding, which is the sum of (i) 164,862,472 shares of Common Stock outstanding as of March 1, 2021 as reported in the Annual Report on Form 10-K filed on March 29, 2021 and (ii) 6,853,333 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants.

CUSIP No. 124155102

Page 4 of 5 Pages

1	NAMES OF REPORTING PERSONS
	LARRY ROBBINS

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			21,903,179 (2)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			21,903,179 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,903,179 (2)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.76% (3)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

(2)	Includes 6,853,333 shares of Common Stock issuable to Longview Investors LLC upon exercise of the Private Placement Warrants.

(3)

CUSIP No. 124155102

Page 5 of 5 Pages

SCHEDULE 13D

Item 1.

Security and Issuer.

Item 1 of the Original 13D is hereby amended and supplemented as follows.

This Amendment No. 1 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2021 (the “Original 13D”) relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Butterfly Network, Inc. (the “Issuer”), the principal executive offices of which are located at 530 Old Whitfield Street, Guilford, CT 06437. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original 13D.

Item 4.

Purpose of Transaction

Item 4 of the Original 13D is hereby amended and supplemented as follows :

Beginning May 26, 2021, each Private Placement Warrant becomes exercisable for one share of Common Stock at a price of $11.50 per share. Pursuant to Rule 13d-3(d)(1)(i) under the Act, this Amendment No. 1 is being filed to add the Private Placement Warrants to the reported beneficial ownership of the Sponsor and Mr. Robbins as of March 27, 2021.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original 13D is hereby amended and supplemented as follows:

(a, b) Items 7-11 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) Except as described in Item 4 of this Amendment No. 1, the Reporting Persons have not effected any transactions with respect to the Common Stock since the Original 13D was filed on February 17, 2021.

(d) None.

(e) Not applicable.

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.

Dated: March 30, 2021

	GLENVIEW CAPITAL MANAGEMENT, LLC

	By:	/s/ Mark J. Horowitz
		Mark J. Horowitz
		Co-President of Glenview Capital Management, LLC

	LONGVIEW INVESTORS LLC

	By:	/s/ Mark J. Horowitz
		Mark J. Horowitz, attorney-in-fact for Larry Robbins

	LARRY ROBBINS

	By:	/s/ Mark J. Horowitz
		Mark J. Horowitz, attorney-in-fact for Larry Robbins

SEC Form SC 13D/A filed by Butterfly Network Inc.