Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Guardian Pharmacy Services, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
40145W101 (CUSIP Number) |
Bindley Capital Partners I LLC (Attn: William E. Bindley), 8909 Purdue Road, Suite 500 Indianapolis, IN, 46268 (317) 704-4162 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
Bindley Capital Partners I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,939,817.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A common stock, par value $0.001 per share ("Class A Common Stock") outstanding of Guardian Pharmacy Services, Inc. (the "Issuer") as of May 1, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025 (the "10-Q").
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
William E. Bindley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use o nly | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,939,817.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
Thomas J. Salentine, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,975,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
Pharmacy Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
449,624.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
John Ackerman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
449,624.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
Cardinal Equity Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 | < td width="92%" class="tableClass"> Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)|||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
149,794.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
Fred P. Burke | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
413,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
David K. Morris | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
204,110.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 40145W101 |
| 1 |
Name of reporting person
G. Kendall Forbes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
193,521.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reflected in Row 13 in the table above is calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Guardian Pharmacy Services, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
300 Galleria Parkway SE, Suite 800, Atlanta,
GEORGIA
, 30339. | |
Item 1 Comment:
EXPLANATORY NOTE: This Schedule 13D is intended to serve as Amendment No. 1 to the Statement on Schedule 13D ("Amendment No. 1") related to the shares of Class A common stock, par value $0.001 per share ("Class A Common Stock") of Guardian Pharmacy Services, Inc. (the "Issuer"), and amends the initial statement on Schedule 13D filed by the Reporting Persons (as defined below) on Febr
uary 3, 2025 (the "Initial Schedule 13D," and as amended by this Amendment No. 1, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any information previously reported in the Initial Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Initial Schedule 13D. This Amendment No. 1 is being jointly filed by Bindley Capital Partners I, LLC ("Bindley Capital"), William E. Bindley, Thomas J. Salentine, Jr., Pharmacy Investors, LLC ("Pharmacy Investors"), John Ackerman, Cardinal Equity Fund, L.P. ("Cardinal"), Fred P. Burke, David K. Morris and G. Kendall Forbes (each a "Reporting Person," and collectively, the "Reporting Persons"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of the date hereof, the Reporting Persons, collectively, beneficially own 3,385,599 shares of Class A Common Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows: On May 27, 2025, the Reporting Persons sold an aggregate amount of 6,059,553 shares of Class A Common Stock of the Issuer pursuant to an underwriting agreement, dated as of May 22, 2025, by and among the Issuer, the selling stockholders party thereto and Raymond James & Associates, Inc., as representative of the several underwriters (the "Underwriters") named therein (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, on May 28, 2025, the Underwriters exercised in full their option to purchase an additional 1,125,000 shares of Class A Common Stock from the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons, collectively, beneficially own 3,385,599 shares of Class A Common Stock, representing approximately 14.9% of the shares of Class A Common Stock. The percentage calculated based on 22,719,946 shares of Class A Common Stock outstanding of the Issuer as of May 1, 2025, as disclosed in the 10-Q. | |
| (b) | The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Class A Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (c) | Except as set forth in the Schedule 13D, no transactions in the shares of Class A Common Stock were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date of the Schedule 13D. | |
| (d) | Except as described herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In connection with the Underwriting Agreement, the Reporting Persons entered into lock-up agreements with the Underwriters pursuant to which they agreed, for a period of 150 days after the date of the Underwriting Agreement, not to directly or indirectly offer, sell, contract to sell or otherwise dispose of or transfer any shares of the Issuer's common stock or any securities convertible into or exchangeable for shares of the Issuer's common stock, without the prior written consent of Raymond James & Associates, Inc. These agreements also preclude any hedging, collar or other transaction designed or reasonably expected to result in a disposition of shares of the Issuer's common stock or securities convertible into or exercisable or exchangeable for shares of the Issuer's common stock. Raymond James & Associates, Inc. may, in its sole discretion and at any time, release all or any portion of the securities subject to these agreements. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Stockholders' Agreement, dated as of September 25, 2024, by and among Guardian Pharmacy Services, Inc., Bindley Capital Partners I, LLC, Pharmacy Investors, LLC, Cardinal Equity Fund LP, Fred Burke, David Morris and Kendall Forbes (incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2024). Exhibit 99.2 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act (incorporated by reference to the Initial Schedule 13D filed with the Securities and Exchange Commission on February 3, 2025). | ||
| 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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