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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 5)*
William Lyon Homes
(Name of Issuer)
Common stock, Class A, par value $0.01
(Title of Class of Securities)
552074700
(CUSIP Number)
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 24, 2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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 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).
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Partners, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,355,661
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,355,661
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,355,661
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.9%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Wavefront, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital II Company LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital II Company
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
| < font style="FONT-SIZE: 10pt; FONT-FAMILY: times new roman; DISPLAY: inline"> | |
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Partners Offshore, Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Thebes B Onshore, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Thebes Partners, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
0
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
LCG Holdings, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,355,661
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,355,661
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,355,661
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.9%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Capital Group, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF, OO
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,355,661
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,355,661
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,355,661
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.9%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Luxor Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX 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:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,355,661
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,355,661
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,355,661
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.9%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Christian Leone
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
USA
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
7.
|
SOLE VOTING POWER
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,355,661
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,355,661
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,355,661
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.9%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
A total of approximately $7,218,479.42 was paid to acquire the shares of Class A Common Stock reported as beneficially owned by the Onshore Fund. The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On November 23, 2015, pursuant to the terms of that certain Secondary Block Trade Agreement, dated as of November 23, 2015 (the “Block Trade Agreement”) by and among certain of the Reporting Persons and UBS Securities LLC (“UBS”), the Reporting Persons agreed to sell to UBS an aggregate of 766,257 shares of Class A Common Stock at a price of $16.90 per share. In connection with the Block Trade Agreement, the Reporting Persons agreed that they will not offer, issue, sell or otherwise dispose of, any shares of Class A Common Stock or securities convertible into, exchangeable, exercisable or settled for any shares of Class A Common Stock, or announce an intention to make any offer, issuance, sale or disposition, in each case, the prior written consent of Credit Suisse for a period of 30 days following the closing of the sale of the shares of Class A Common Stock contemplated by the Block Trade Agreement.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Class A Common Stock reported owned by each person named herein is based upon 27,652,381 shares of Class A Common Stock outstanding as of November 4, 2015, which is the total number of shares of Class A Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.
As of the date hereof, the Onshore Fund owned directly 1,355,661 shares of Class A Common Stock, constituting approximately 4.9% of the shares of Class A Common Stock outstanding.
As of the date hereof, none of the Offshore Master Fund, the Offshore Feeder Fund, the Wavefront Fund, Thebes B, Thebes Partners, Capital II Company or Capital II beneficially own any shares of Class A Common Stock.
LCG Holdings, as the general partner of the Onshore Fund, may be deemed to have beneficially owned the 1,355,661 shares of Class A Common Stock owned by the Onshore Fund, constituting approximately 4.9% of the shares of Class A Common Stock outstanding.
Luxor Capital Group, as the investment manager of the Onshore Fund, may be deemed to have beneficially owned 1,355,661 shares of Class A Common Stock, constituting approximately 4.9% of the shares of Class A Common Stock outstanding.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 1,355,661 shares of Class A Common Stock beneficially owned by Luxor Capital Group, constituting approximately 4.9% of the shares of Class A Common Stock outstanding.
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 1,355,661 shares of Class A Common Stock beneficially owned by Luxor Management, constituting approximately 4.9% of the shares of Class A Common Stock outstanding.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
Item 5(e) is hereby amended and restated to read as follows:
(e) Effective November 24, 2015, the Reporting Persons ceased to beneficially own more than five percent of the shares of Class A Common Stock.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 25, 2015
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LUXOR CAPITAL PARTNERS, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR WAVEFRONT, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
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By:
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Luxor Capital Group, LP
Investment Manager
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR CAPITAL GROUP, LP
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By:
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Luxor Management, LLC
General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
|
||
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Title:
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General Counsel
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LUXOR CAPITAL II COMPANY LLC
|
|||
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By:
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LCG Holdings, LLC
Managing Member
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By:
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/s/ Norris Nissim
|
||
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Name:
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Norris Nissim
|
||
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Title:
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General Counsel
|
||
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LUXOR CAPITAL II COMPANY
|
|||
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By:
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/s/ Norris Nissim
|
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Name:
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Norris Nissim
|
||
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Title:
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Secretary
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THEBES B ONSHORE, LLC
|
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By:
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Luxor Capital Group, LP
Manager
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||
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By:
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Luxor Management, LLC
General Partner
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||
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By:
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/s/ Norris Nissim
|
||
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Name:
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Norris Nissim
|
||
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Title:
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General Counsel
|
||
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THEBES PARTNERS, LP
|
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By:
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LCG Holdings, LLC
General Partner
|
||
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By:
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/s/ Norris Nissim
|
||
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Name:
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Norris Nissim
|
||
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Title:
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General Counsel
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||
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LCG HOLDINGS, LLC
|
|||
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By:
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/s/ Norris Nissim
|
||
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Name:
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Norris Nissim
|
||
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Title:
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General Counsel
|
||
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LUXOR MANAGEMENT, LLC
|
|||
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By:
|
/s/ Norris Nissim
|
||
|
Name:
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Norris Nissim
|
||
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Title:
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General Counsel
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||
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/s/ Norris Nissim
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|
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NORRIS NISSIM, as Agent for Christian Leone
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SCHEDULE 1
TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST 60 DAYS
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Class of Security
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Amount of Securities
(Sold)
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Price ($)
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Date of
Sale
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LUXOR CAPITAL GROUP, LP
(Through Managed Account)
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Common Stock
|
(37,315)
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16.9000
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11/24/15
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LUXOR CAPITAL II COMPANY LLC’
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Common Stock
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(600)
|
20.1067
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11/06/15
|
|
|
Common Stock
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(100)
|
20.1050
|
11/06/15
|
|
|
Common Stock
|
(40,000)
|
20.0750
|
11/06/15
|
|
|
Common Stock
|
(32,170)
|
20.0113
|
11/06/15
|
|
|
Common Stock
|
(10,200)
|
16.9300
|
11/10/15
|
|
|
Common Stock
|
(300)
|
17.0667
|
11/10/15
|
|
|
Common Stock
|
(25,000)
|
16.6183
|
11/11/15
|
|
|
Common Stock
|
(75,000)
|
16.3946
|
11/16/15
|
|
|
Common Stock
|
(25,000)
|
15.8394
|
11/18/15
|
|
|
Common Stock
|
(64,500)
|
16.1944
|
11/19/15
|
|
|
Common Stock
|
(427,130)
|
16.9000
|
11/24/15
|
LUXOR WAVEFRONT, LP
|
Common Stock
|
(285,799)
|
16.9000
|
11/24/15
|
THEBES B ONSHORE, LLC
|
Common Stock
|
(16,013)
|
16.9000
|
11/24/15
|