SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TRONOX LTD.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
Q9235V101
(CUSIP Number)
January 3, 2014
(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 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).
| CUSIP No. Q9235V101 | Page 2 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Master Fund, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 (See Item 4) | ||||
| 6 | Shared voting power
None (see Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 (See Item 4) | |||||
| 8 | Shared dispositive power
None | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 3 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Global, 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 shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 4 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Global Investments, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 5 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund, 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 shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 6 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 7 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund II, 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 shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 8 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Institutional Fund II, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 9 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Global Japan Unit Trust | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,815,829 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,815,829 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,815,829 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
2.91% | |||||
| 12 | Type of reporting person*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 10 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Enhanced Master Fund, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,101,751 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,101,751 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,101,751 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
1.77% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 11 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Enhanced Fund, L.P. | |||||
| 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 shares beneficially owned by each reporting person with |
5 | Sole voting power
1,101,751 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,101,751 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,101,751 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
1.77% | |||||
| 12 | Type of reporting person*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 12 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Atlas Enhanced Fund, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,101,751 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
1,101,751 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,101,751 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
1.77% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 13 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
BAM Zie Master Fund, Ltd. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
68,488 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
68,488 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
68,488 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
.11% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 14 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
BAM Zie Fund, 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 shares beneficially owned by each reporting person with |
5 | Sole voting power
68,488 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
68,488 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
68,488 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
.11% | |||||
| 12 | Type of reporting person*
OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 15 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Lyxor/Balyasny Atlas Enhanced Fund Limited | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Jersey | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
156,933 | ||||
| 6 | Shared voting power
None (See Item 4) | |||||
| 7 | Sole dispositive power
156,933 | |||||
| 8 | Shared dispositive power
None (See Item 4) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
156,933 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
.25% | |||||
| 12 | Type of reporting person*
CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 16 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Balyasny Asset Management L.P. | |||||
| 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 shares beneficially owned by each reporting person with |
5 | Sole voting power
3,143,001 (See Item 4) | ||||
| 6 | Shared voting power
None | |||||
| 7 | Sole dispositive power
3,143,001 (See Item 4) | |||||
| 8 | Shared dispositive power
None | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
3,143,001 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
5.04% | |||||
| 12 | Type of reporting person*
IA | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP No. Q9235V101 | Page 17 of 33 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Dmitry Balyasny | |||||
| 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 | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
3,143,001 (See Item 4) | ||||
| 6 | Shared voting power
None | |||||
| 7 | Sole dispositive power
3,143,001 (See Item 4) | |||||
| 8 | Shared dispositive power
None | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
3,143,001 (See Item 4) | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row (9)
5.04% | |||||
| 12 | Type of reporting person*
IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT.
| Item 1 | (a) | Name of Issuer: | ||||
| Tronox, Ltd. (the “Company”) | ||||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| 1 Stamford Plaza, Suite 1100 Stamford, CT 06901 United States | ||||||
| Item 2 | (a) – (c) | This statement is filed on behalf of the following: | ||||
(1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 8.90% of the equity interests in AMF.
(3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AGI owns 14.04% of the equity interests in AMF.
(4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AIF LLC owns 4.03% of the equity interests in AMF.
(5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AIF, LTD owns 19.50% of the equity interests in AMF.
(6) Atlas Institutional Fund II, LLC is a Delaware limited liability company (“AIF2 LLC”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. AIF2 LLC owns 9.45% of the equity interests in AMF.
(7) Atlas Institutional Fund II, Ltd. is a Cayman corporation (“AIF2 LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AIF2, LTD owns 27.73% of the equity interests in AMF.
(8) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company
Page 18 of 33 Pages
(Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 9.95% of the equity interests in AMF.
(9) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(10) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AEF LP owns 20.90% of the equity interests in AEMF.
(11) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AEF LTD. owns 76.62% of the equity interests in AEMF.
(12) BAM Zie Master Fund Ltd. is a Cayman corporation (“BZF MASTER”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.
(13) BAM Zie Fund, LLC, is a Delaware limited partnership (“BZF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. BZF LLC owns 99.80% of the equity interests in BZF MASTER.
(14) Lyxor/Balyasny Atlas Enhanced Fund Limited is a Jersey limited corporation (“LYXOR”), with its registered office at 18 Esplanade, St. Helier, Jersey JE4 8RT, Channel Islands.
(15) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, BZF MASTER, BZF LLC and LYXOR.
(16) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.
Page 19 of 33 Pages
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP Number: Q9235V101 |
| Item 3 | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4 | Ownership: |
AMF
| (a) | Amount Beneficially Owned: |
1,815,829
| (b) | Percent of Class: |
2.91%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
| (iv) | Shared power to dispose or to direct disposition of: |
None
Page 20 of 33 Pages
AG
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 8.90% of the equity interest in AMF, AG may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
2.90%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
| (iv) | Shared power to dispose or to direct disposition of: |
None
AGI
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 14.04% of the equity interest in AMF, AGI may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
2.90%
Page 21 of 33 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (ii) | Sole power to dispose or direct disposition of: |
1,815,829
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF, LLC
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 4.03% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
2.90%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
Page 22 of 33 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF LTD
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 19.50% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
2.90%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF2 LLC
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 9.45% of the equity interest in AMF, AIF2 LLC may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
Page 23 of 33 Pages
| (b) | Percent of Class: |
2.90%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
| (iv) | Shared power to dispose or to direct disposition of: |
None
AIF2 LTD
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 27.73% of the equity interest in AMF, AIF2 LTD may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
2.90%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
Page 24 of 33 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
AGJ
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 9.95% of the equity interest in AMF, AGJ may be deemed to beneficially own the 1,815,829 Shares of the Company’s Common Stock beneficially owned by AMF.
| (b) | Percent of Class: |
2.90%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,815,829
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,815,829
| (iv) | Shared power to dispose or to direct disposition of: |
None
AEMF
| (a) | Amount Beneficially Owned: |
1,101,751
| (b) | Percent of Class: |
1.77%
Page 25 of 33 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,101,751
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,101,751
| (iv) | Shared power to dispose or to direct disposition of: |
None
AEF LP
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 20.90% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,101,751 Shares of the Company’s Common Stock beneficially owned by AEMF.
| (b) | Percent of Class: |
1.77%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,101,751
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,101,751
Page 26 of 33 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
AEF LTD.
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 76.62% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,101,751 Shares of the Company’s Common Stock beneficially owned by AEMF.
| (b) | Percent of Class: |
1.77%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
1,101,751
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
1,101,751
| (iv) | Shared power to dispose or to direct disposition of: |
None
BZF MASTER
| (a) | Amount Beneficially Owned: |
68,488
| (b) | Percent of Class: |
.11%
Page 27 of 33 Pages
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
68,488
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
68,488
| (iv) | Shared power to dispose or to direct disposition of: |
None
BZF LLC
| (a) | Amount Beneficially Owned: |
By virtue of its ownership of 99.80% of the equity interest in BZF MASTER, BZF LLC may be deemed to beneficially own the 68,488 Shares of the Company’s Common Stock beneficially owned by BZF MASTER.
| (b) | Percent of Class: |
.11%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
68,488
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
68,488
Page 28 of 33 Pages
| (iv) | Shared power to dispose or to direct disposition of: |
None
LYXOR
| (a) | Amount Beneficially Owned: |
156,933
| (b) | Percent of Class: |
.25%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
156,933
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
156,933
| (iv) | Shared power to dispose or to direct disposition of: |
None
BAM
| (a) | Amount Beneficially Owned: |
By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, BZF MASTER, BZF LLC and LYXOR, BAM may be deemed to beneficially own the 3,143,001 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, BZF MASTER, BZF LLC and LYXOR.
3,143,001
Page 29 of 33 Pages
| (b) | Percent of Class: |
5.04%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
3,143,001
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
3,143,001
| (iv) | Shared power to dispose or to direct disposition of: |
None
Dmitry Balyasny
| (a) | Amount Beneficially Owned: |
By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 3,143,001 Shares of the Company’s Common Stock beneficially owned by BAM.
3,143,001
| (b) | Percent of Class: |
5.04%
| (c) | Number of Shares as to which person has: |
| (i) | Sole power to vote or to direct vote: |
3,143,001
Page 30 of 33 Pages
| (ii) | Shared power to vote or to direct vote: |
None
| (iii) | Sole power to dispose or direct disposition of: |
3,143,001
| (iv) | Shared power to dispose or to direct disposition of: |
None
| Item 5 | Ownership of Five Percent or Less of a Class: |
Applicable
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9 | Notice of Dissolution of Group: |
Not Applicable
| Item 10 | Certification: |
By signing below I certify that, to the best of my 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.
Page 31 of 33 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, 2014.
| ATLAS MASTER FUND, LTD. | ATLAS GLOBAL, LLC | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| ATLAS GLOBAL INVESTMENTS, LTD. | ATLAS INSTITUTIONAL FUND, LLC | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| ATLAS INSTITUTIONAL FUND, LTD. | ATLAS INSTITUTIONAL FUND II, LLC | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| ATLAS INSTITUTIONAL FUND II, LTD. | ATLAS GLOBAL JAPAN UNIT TRUST | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Representative | |||||||
Page 32 of 33 Pages
| ATLAS ENHANCED MASTER FUND, LTD. | ATLAS ENHANCED FUND, L.P. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| ATLAS ENHANCED FUND, LTD. | BAM ZIE MASTER FUND, LTD. | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Signatory | |||||||
| BAM ZIE FUND, LLC. | LYXOR/BALYASNY ATLAS ENHANCED FUND LIMITED | |||||||
| By: | /s/ Scott Schroeder |
By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Representative | |||||||
| BALYASNY ASSET MANAGEMENT L.P. | DMITRY BALYASNY | |||||||
| By: | /s/ Scott Schroeder | By: | /s/ Scott Schroeder | |||||
| Scott Schroeder | Scott Schroeder | |||||||
| Authorized Signatory | Authorized Representative | |||||||
Page 33 of 33 Pages