SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on February 13, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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PACS Group, Inc.
(Name of Issuer) |
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Common Stock
(Title of Class of Securities) |
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69380Q107
(CUSIP Number) |
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12/31/2024
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 69380Q107 |
| 1 | Names of Reporting Persons
Jason Hulse Murray
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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 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
54,626,199.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.2 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
PACS Group, Inc.
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| (b) | Address of issuer's principal executive offices:
262 N. University Ave., Farmington, UT, 84025
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| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of Jason Hulse Murray (the "Reporting Person").
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| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Person is c/o PACS Group, Inc., 262 N. University Ave., Farmington Utah 84025
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| (c) | Citizenship:
The Reporting Person is a citizen of the United States of America.
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| (d) | Title of class of securities:
Common Stock
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| (e) | CUSIP No.:
69380Q107
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained on the cover page to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information below represents beneficial ownership of shares of Common Stock as of December 31, 2024, based upon 155,177,511 shares of Common Stock outstanding as of September 9, 2024, as disclosed in the Issuer's prospectus on Form 424B4 filed with the Securities and Exchange Commission.
The Reporting Person is the record holder of 54,626,199 shares of Common Stock.
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| (b) | Percent of class:
35.2 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
54,626,199
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| (ii) Shared power to vote or to direct the vote:
0
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| (iii) Sole power to dispose or to direct the disposition of:
54,626,199
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| (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Reporting Person and Mark Hancock are parties to a Stockholders Agreement (the "Stockholders Agreement"), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Person acknowledges and agrees that he is acting as a "group" with Mr. Hancock within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person expressly disclaims beneficial ownership over any shares of Common Stock that he may be deemed to beneficially own solely by reason of the Stockholders Agreement. Mr. Hancock is separately filing a Schedule 13G reporting his beneficial ownership of the Common Stock.
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| 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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