UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BEARINGPOINT, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
074002106
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(CUSIP Number)
December 31, 2007
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(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)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 7 Pages
Page 2 of 7 Pages
.................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GLENVIEW CAPITAL MANAGEMENT, LLC
.................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
.................................................................................
3. SEC Use Only
.................................................................................
4. Citizenship or Place of Organization
Delaware
.................................................................................
Number of 5. Sole Voting Power None
Shares ............................................................
Beneficially 6. Shared Voting Power 20,599,344
Owned by Each ............................................................
Reporting 7. Sole Dispositive Power None
Person With ............................................................
8. Shared Dispositive Power 20,599,344
.................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
20,599,344
.................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
.................................................................................
11. Percent of Class Represented by Amount in Row (9)
9.68% based on 212,779,099 shares outstanding as of November 30, 2007(1)
.................................................................................
12. Type of Reporting Person:
OO
________________
(1) The Reporting Person may also be deemed to be the beneficial owner of shares
issuable upon conversion of certain convertible notes. The shares that would be
obtained by the Reporting Person upon conversion have been included as shares
outstanding for purposes of calculating the Reporting Person's percentage of
beneficial ownership.
Page 3 of 7 Pages
.................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
LAWRENCE M. ROBBINS
.................................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
.................................................................................
3. SEC Use Only
.................................................................................
4. Citizenship or Place of Organization
United States of America
.................................................................................
Number of 5. Sole Voting Power None
Shares ............................................................
Beneficially 6. Shared Voting Power 20,599,344
Owned by Each ............................................................
Reporting 7. Sole Dispositive Power None
Person With ............................................................
8. Shared Dispositive Power 20,599,344
.................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
20,599,344
.................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
.................................................................................
11. Percent of Class Represented by Amount in Row (9)
9.68% based on 212,779,099 shares outstanding as of November 30, 2007(1)
.................................................................................
12. Type of Reporting Person:
IN
________________
(1) The Reporting Person may also be deemed to be the beneficial owner of shares
issuable upon conversion of certain convertible notes. The shares that would be
obtained by the Reporting Person upon conversion have been included as shares
outstanding for purposes of calculating the Reporting Person's percentage of
beneficial ownership.
Page 4 of 7 Pages
Item 1(a). Name of Issuer:
BearingPoint, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
1676 International Drive, McLean, VA 22102.
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Glenview Capital Management, LLC ("Glenview Capital Management");
ii) Lawrence M. Robbins ("Mr. Robbins").
This Statement relates to Shares (as defined herein) held for the
accounts of Glenview Capital Partners, L.P., a Delaware limited partnership
("Glenview Capital Partners"), Glenview Capital Master Fund, Ltd., a Cayman
Islands exempted company ("Glenview Capital Master Fund"), Glenview
Institutional Partners, L.P., a Delaware limited partnership ("Glenview
Institutional Partners"), GCM Little Arbor Master Fund, Ltd., a Cayman Islands
exempted company ("GCM Little Arbor Master Fund"), GCM Little Arbor
Institutional Partners, L.P., a Delaware limited partnership ("GCM Little Arbor
Institutional Partners") and GCM Little Arbor Partners, L.P., a Delaware limited
partnership ("GCM Little Arbor Partners").
Glenview Capital Management serves as investment manager to each of
Glenview Capital Partners, Glenview Capital Master Fund, Glenview Institutional
Partners, GCM Little Arbor Master Fund, GCM Little Arbor Institutional Partners
and GCM Little Arbor Partners. In such capacity, Glenview Capital Management may
be deemed to have voting and dispositive power over the Shares held for such
accounts. Mr. Robbins is the Chief Executive Officer of Glenview Capital
Management.
Page 5 of 7 Pages
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Glenview
Capital Management and Mr. Robbins is 767 Fifth Avenue, 44th Floor, New York,
New York 10153.
Item 2(c). Citizenship:
i) Glenview Capital Management is a Delaware limited liability
company;
ii) Mr. Robbins is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock (the "Shares")
Item 2(e). CUSIP Number:
074002106
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2007, each of Glenview Capital Management and Mr.
Robbins may be deemed to be the beneficial owner of 20,599,344 Shares. This
amount consists of: (A) 643,801 Shares held for the account of Glenview Capital
Partners; (B) 204,091 Shares issuable upon the conversion of certain convertible
notes held for the account of Glenview Capital Partners; (C) 9,381,245 Shares
held for the account of Glenview Capital Master Fund; (D) 2,981,668 Shares
issuable upon the conversion of certain convertible notes held for the account
of Glenview Capital Master Fund; (E) 4,426,654 Shares held for the account of
Glenview Institutional Partners; (F) 1,406,970 Shares issuable upon the
conversion of certain convertible notes held for the account of Glenview
Institutional Partners; (G) 1,027,749 Shares held for the account of the GCM
Little Arbor Master Fund; (H) 278,485 Shares issuable upon the conversion of
certain convertible notes held for the account of GCM Little Arbor Master Fund;
(I) 185,192 Shares held for the account of GCM Little Arbor Institutional
Partners; (J) 50,152 Shares issuable upon the conversion of certain convertible
notes held for the account of GCM Little Arbor Institutional Partners; (K)
10,459 Shares held for the account of GCM Little Arbor Partners; and (L) 2,878
Shares issuable upon the conversion of certain convertible notes held for the
account of GCM Little Arbor Partners.
Item 4(b) Percent of Class:
The number of Shares of which each of Glenview Capital Management
and Mr. Robbins may be deemed to be the beneficial owner constitutes
approximately 9.68% of the total number of Shares
Page 6 of 7 Pages
outstanding (based upon information provided by the Issuer in its most
recently-filed quarterly report on Form 10-Q, there were 212,779,099 shares
outstanding as of November 30, 2007)(1).
Item 4(c) Number of Shares of which such person has:
Glenview Capital Management and Mr. Robbins:
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(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 20,599,344
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 20,599,344
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of their knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
________________
(1) The Reporting Person may also be deemed to be the beneficial owner of shares
issuable upon conversion of certain convertible notes. The shares that would be
obtained by the Reporting Person upon conversion have been included as shares
outstanding for purposes of calculating the Reporting Person's percentage of
beneficial ownership.
Page 7 of 7 Pages
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.
Date: February 14, 2008 GLENVIEW CAPITAL MANAGEMENT, LLC
By:
/s/ Lawrence M. Robbins
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Name: Lawrence M. Robbins
Title: Chief Executive Officer
Date: February 14, 2008 LAWRENCE M. ROBBINS
/s/ Lawrence M. Robbins
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