SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on March 4, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Concentra Group Holdings Parent, Inc.
(Name of Issuer) |
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Common Stock, par value $0.01 per share
(Title of Class of Securities) |
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20603L102
(CUSIP Number) |
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Timothy F. Ryan
Concentra Group Holdings Parent, Inc., 5080 Spectrum Drive, Suite 1200W Addison, TX, 75001 972-364-8000 Stephen M. Leitzell
Dechert LLP, 2929 Arch Street Philadelphia, PA, 19104 215-994-2621 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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03/03/2025
(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.
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).
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SCHEDULE 13D
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| CUSIP No. | 20603L102 |
| 1 |
Name of reporting person
Estate of Rocco A. Ortenzio
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,296,918.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.57 %
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| 14 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person:
(Row 13) Based on 128,125,952 shares of the Company's common stock outstanding as of February 19, 2025 as disclosed on Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on March 3, 2025.
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share
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| (b) | Name of Issuer:
Concentra Group Holdings Parent, Inc.
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| (c) | Address of Issuer's Principal Executive Offices:
C/O SELECT MEDICAL CORPORATION, 4714 GETTYSBURG RD., P.O. BOX 2034, MECHANICSBURG,
PENNSYLVANIA
, 17055.
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Item 1 Comment:
This amendment No. 1 ("Amendment No. 1") to Schedule 13D is being filed on behalf of the Estate of Rocco A. Ortenzio relating to the common stock, par value $0.01 per share (the "Common Stock"), of Concentra Group Holdings Parent, Inc., a Delaware corporation. This Amendment No. 1 modifies the original Schedule 13D filed on December 3, 2024 (as amended and supplemented prior to the filing of this Amendment No. 1, the "Schedule 13D") by the Estate of Rocco A. Ortenzio, organized in the United States. The filing of this Amendment No. 1 represents the final amendment to this Statement and constitutes an exit filing for the Estate of Rocco A. Ortenzio.
Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 1 the Schedule 13D is unchanged.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Sections (a), (b), (c) and (e) of Item 5 of the Schedule 13D is hereby replaced with the following information:
(a)-(b) The Reporting Person may be deemed to beneficially own an aggregate of 3,296,918 shares of Company common stock. This aggregate represents approximately 2.57% of the shares of Company's common stock outstanding. The Reporting Person may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 3,288,849 shares of Company common stock (including 3,251,097 shares of Company common stock owned of record by the Rocco A. Ortenzio Revocable Trust dated 8/14/07, as amended, 24,694 shares of Company common stock owned of record by the Select Investments III, L.P., 13,058 shares of Company common stock owned of record by the by Select AP Investors, L.P.) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 8,069 shares of the Company's common stock owned of record by the spouse of Rocco Ortenzio. |
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| (b) | Sections (a), (b), (c) and (e) of Item 5 of the Schedule 13D is hereby replaced with the following information:
(a)-(b) The Reporting Person may be deemed to beneficially own an aggregate of 3,296,918 shares of Company common stock. This aggregate represents approximately 2.57% of the shares of Company's common stock outstanding. The Reporting Person may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 3,288,849 shares of Company common stock (including 3,251,097 shares of Company common stock owned of record by the Rocco A. Ortenzio Revocable Trust dated 8/14/07, as amended, 24,694 shares of Company common stock owned of record by the Select Investments III, L.P., 13,058 shares of Company common stock owned of record by the by Select AP Investors, L.P.) and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 8,069 shares of the Company's common stock owned of record by the spouse of Rocco Ortenzio. |
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| (c) | (c) On March 3, 2025, the Reporting Person transferred in the aggregate 3,070,367 shares of Company's common stock from the Rocco A. Ortenzio Separate Exempt Descendants Trust to the Rocco A. Ortenzio Separate Descendants Trust FBO Robert Ortenzio, the Rocco A. Ortenzio Separate Descendants Trust FBO John Ortenzio and the Rocco A. Ortenzio Separate Descendants Trust FBO Martin Ortenzio. |
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| (e) | (e) Following the events described in Item 5(c), the Reporting Person ceased to be a beneficial owner of more than five percent of the Company's common stock. |
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| 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.
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