Sec Form 13D Filing - Monarch Alternative Capital LP filing for PYXUS INTERNATIONAL INC. (PYYX) - 2023-01-23

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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Pyxus International, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
74737V205
(CUSIP Number)

Colin J. Daniels, Esq.
Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022
Telephone: (212) 554-1700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 18, 2023
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

* 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, as amended (the “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
 
Page 2 of 6


 
1
 
NAME OF REPORTING PERSON
 
Monarch Alternative Capital LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ☐
(b) ☑
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS         ☐
REQUIRED PURSUANT TO ITEM 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
6,140,270
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
6,140,270
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,140,270
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          ☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%1
 
 
14
 
TYPE OF REPORTING PERSON
PN, IA
 




1 Based on 24,999,947 shares of Common Stock outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

Schedule 13D
 
Page 3 of 6


 
1
 
NAME OF REPORTING PERSON
 
MDRA GP LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ☐
(b) ☑
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS         ☐
REQUIRED PURSUANT TO ITEM 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
6,140,270
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
6,140,270
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,140,270
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          ☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%2
 
 
14
 
TYPE OF REPORTING PERSON
PN, HC
 




2 Based on 24,999,947 shares of Common Stock outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

Schedule 13D
 
Page 4 of 6


 
1
 
NAME OF REPORTING PERSON
 
Monarch GP LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ☐
(b) ☑
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS           ☐
REQUIRED PURSUANT TO ITEM 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
6,140,270
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
6,140,270
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,140,270
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          ☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%3
 
 
14
 
TYPE OF REPORTING PERSON
OO, HC
 




3 Based on 24,999,947 shares of Common Stock outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

Schedule 13D
 
Page 5 of 6
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the common stock, no par value (the “Shares”), of Pyxus International, Inc. (formerly known as Pyxus One, Inc.) (the “Issuer”), to amend the Schedule 13D filed by the Reporting Persons on September 3, 2020 (the “Original 13D”, and, as amended and restated by Amendment No. 1 filed on January 3, 2023 (“Amendment No. 1”), and this Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 4.      Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended and supplemented as follows:
On January 19, 2023, Patrick Fallon resigned from the Board. Effective upon Mr. Fallon’s resignation, Patrick J. Bartels was appointed to the Board to replace Mr. Fallon as the Reporting Persons’ designee to the Board pursuant to Section 2.1(d) of the Shareholders Agreement.



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.
Dated:  January 23, 2023


 
Monarch Alternative Capital LP
   
 
By:
/s/ Michael Weinstock                                       
   
Name: Michael Weinstock
   
Title:   Chief Executive Officer
   
 
MDRA GP LP
 
By:  Monarch GP LLC, as general partner
   
 
By:
/s/ Michael Weinstock                                          
   
Name: Michael Weinstock
   
Title:   Member

   
 
Monarch GP LLC
   
 
By:
/s/ Michael Weinstock                                       
   
Name: Michael Weinstock
   
Title:   Member