Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 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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CUSIP NO.
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421933102
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13G
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Page
2 of 11 Pages
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1
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NAME OF REPORTING PERSON
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Mason Capital Management LLC, in its capacity as investment manager for certain investment funds and a separately managed account. I.R.S. I.D. No. 13-4121993
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OR ORGANIZATION
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Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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£
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP NO.
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421933102
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13G
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Page
3 of 11 Pages
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1
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NAME OF REPORTING PERSON
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Kenneth M. Garschina
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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|
|
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4
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CITIZENSHIP OR PLACE OR ORGANIZATION
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United States
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
|
|
-0-
|
|
6
|
SHARED VOTING POWER
|
|
-0-
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
-0-
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
-0-
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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-0-
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP NO.
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421933102
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13G
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Page
4 of 11 Pages
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1
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NAME OF REPORTING PERSON
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Michael E. Martino
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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|
|
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4
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CITIZENSHIP OR PLACE OR ORGANIZATION
|
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United States
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
|
|
-0-
|
|
6
|
SHARED VOTING POWER
|
|
-0-
|
|
7
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SOLE DISPOSITIVE POWER
|
|
-0-
|
|
8
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SHARED DISPOSITIVE POWER
|
|
-0-
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
-0-
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
-0-
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page
5 of 11 Pages
Item 1(a) Name of Issuer:
Health Management Associates, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
5811 Pelican Bay Boulevard
Suite 500
Naples, Florida 34108-2710
Item 2(a) Name of Person Filing:
This Schedule is being filed jointly by
the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant
to an Agreement of Joint Filing attached as Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on
July 5, 2013:
(i) Mason Capital Management LLC, a
Delaware limited liability company (“Mason Capital Management”);
(ii) Kenneth M. Garschina; and
(iii) Michael E. Martino.
Mason Capital Management, Mr. Garschina
and Mr. Martino are filing this Schedule with respect to:
(i)
-0-
shares of Common Stock directly owned by Mason Capital Master Fund, L.P., a Cayman Islands exempted shares of Class A
limited partnership (“Mason Capital Master Fund”), the general partner of which is Mason Management LLC (“Mason
Management”); and
(ii)
-0-
shares of Class A Common Stock directly owned by Mason Capital L.P., a Delaware limited partnership (“Mason Capital
LP”), the general partner of which is Mason Management.
Mason Capital Management is the investment
manager of each of Mason Capital Master Fund and Mason Capital LP, and Mason Capital Management may be deemed to have beneficial
ownership over the shares of Class A Common Stock reported in this Schedule by virtue of the authority granted to Mason Capital
Management by Mason Capital Master Fund and Mason Capital LP to vote and exercise investment discretion over such shares.
Mr. Garschina and Mr. Martino are managing
principals of Mason Capital Management and the sole members of Mason Management.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The principal business office address of
Mason Capital Management, Mr. Garschina and Mr. Martino is:
Mason Capital Management LLC
110 East 59th Street
New York, New York 10022
Item 2(c) Citizenship
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Name of Reporting Person
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Place of Organization/Citizenship
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Mason Capital Management LLC
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Delaware
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Kenneth M. Garschina
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United States
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Michael E. Martino
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United States
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Page
6 of 11 Pages
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $0.01 per
share
Item 2(e) CUSIP No.:
421933102
Item 3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4 Ownership:
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(i)
Mason Capital Management
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(a) Amount beneficially owned:
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-0-
|
|
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(b) Percent of class:
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-0-
|
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(c) Number of shares as to which the person has:
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|
|
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(i) Sole power to vote or to direct the vote
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-0-
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(ii) Shared power to vote or to direct the vote
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-0-
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(iii) Sole power to dispose or to direct the disposition of
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-0-
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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(ii)
Kenneth M. Garschina
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(a) Amount beneficially owned:
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-0-
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(b) Percent of class:
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-0-
|
|
|
(c) Number of shares as to which the person has:
|
|
|
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(i) Sole power to vote or to direct the vote
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-0-
|
|
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(ii) Shared power to vote or to direct the vote
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-0-
|
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(iii) Sole power to dispose or to direct the disposition of
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-0-
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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(iii)
Michael M. Martino
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(a) Amount beneficially owned:
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-0-
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(b) Percent of class:
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-0-
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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
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-0-
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(ii) Shared power to vote or to direct the vote
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-0-
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|
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(iii) Sole power to dispose or to direct the disposition of
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-0-
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|
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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Page
7 of 11 Pages
The number of shares beneficially owned
and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended. The percentage of ownership described above is based on approximately 264,495,187 shares of Class A
Common Stock outstanding as of November 1, 2013, as reported in the issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 13, 2013.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following X.
Item 6 Ownership of More Than Five Percent on Behalf of Another
Person:
The right to receive dividends from, or
the proceeds from the sale of, all shares of Class A Common Stock reported in this Schedule as may be deemed to be beneficially
owned by Mason Capital Management, Mr. Garschina and Mr. Martino is held by Mason Capital Master Fund or Mason Capital LP, as the
case may be, both of which are the advisory clients of Mason Capital Management. Mason Capital Management, Mr. Garschina and Mr.
Martino disclaim beneficial ownership of all shares of Class A Common Stock reported in this Schedule pursuant to Rule 13d-4 under
the Securities Exchange Act of 1934, as amended.
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.
Item 8 Identification and Classification of Members of the
Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Page
8 of 11 Pages
Item 10 Certification:
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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.
SIGNATURE
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information
set forth in this statement is true, complete and correct.
|
Date: February 11, 2014
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Mason Capital Management LLC
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By:
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/s/ John Grizzetti
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John Grizzetti
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Chief Operating Officer
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Page
9 of 11 Pages
Item 10 Certification:
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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.
SIGNATURE
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information
set forth in this statement is true, complete and correct.
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Date: February 11, 2014
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|
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By:
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/s/ Kenneth M. Garschina
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Kenneth M. Garschina
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Page
10 of 11 Pages
Item 10 Certification:
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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.
SIGNATURE
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information
set forth in this statement is true, complete and correct.
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Date: February 11, 2014
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By:
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/s/ Michael E. Martino
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Michael E. Martino
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Page
11 of 11 Pages
EXHIBIT INDEX
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Exhibit
|
|
Description
|
|
99.1
|
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Joint Filing Agreement**
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_____________________________________
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**
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Previously Filed in a Statement on Schedule 13G with the Securities and Exchange Commission on July 5, 2013.
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