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>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TURQUOISE HILL RESOURCES LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
900435108
(CUSIP Number)
Matthew Halbower
Pentwater Capital Management LP
1001 10th Avenue South, Suite 216
Naples, FL 34102
(239) 384-9750
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 23, 2021
(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.
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Capital Management LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
|
N/A
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
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||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
19,488,982 (1)
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
19,488,982 (1)
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
19,488,982 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
9.68% (2)
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|
|
|||
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|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IA
|
|
|
|||
|
|
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||||
| (1) |
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 40,000 shares of common stock.
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Crown Managed Accounts SPC
|
|
|
|||
|
|
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
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
|
|
|
||
|
235,683 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
235,683 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
235,683 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.12% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 1,200 shares of common stock.
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
LMA SPC on behalf of MAP 98 Segregated Portfolio
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
| 23,932 (1) |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
23,932 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 23,932 (1) |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.01% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
This amount includes 18.00 strike Feb 18, 2022 call options to purchase 1,500 shares of common stock
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Investment Opportunities 3 SPC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
352,600 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
352,600 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
352,600 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.18% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 700 shares of common stock.
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Oceana Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
770,837
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
770,837
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
770,837
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.38% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 5,000 shares of common stock.
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Equity Opportunities Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
1,831,565 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,831,565 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,831,565 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.91% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
This amount includes 18.00 strike Feb 18, 2022 call options to purchase 5,200 shares of common stock
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Merger Arbitrage Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
4,552,794 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,552,794 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,552,794 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.26% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 11,500 shares of common stock.
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Thanksgiving Fund LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.0% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17,
2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
PWCM Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
3,898,408 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,898,408 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,898,408 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.94% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
This amount includes 18.00 strike Feb 18, 2022 call options to purchase 14,800 shares of common stock
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory
authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Metric Merger Arbitrage Fund LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
< div style="text-align: left"> |
|
|||
|
|
|
||||
|
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 (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.0% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Unconstrained Master Fund. Ltd
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
60,750 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
60,750 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
60,750 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.03% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 100 shares of common stock.
|
| (2) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Matthew Halbower
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
PF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
|
|
7,762,413
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
7,762,413
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 7,762,413 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
3.86% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| (1) |
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021
|
| ITEM 2. |
IDENTITY AND BACKGROUND
|
This Amendment No. 2 (this “Amendment”) to Schedule 13D amends the Schedule 13D Amendment filed by Pentwater Capital Management LP (“Pentwater Capital”), a Delaware limited partnership registered as an investment
adviser with the U.S. Securities and Exchange Commission, Crown Managed Accounts SPC, acting for and on behalf of Crown/PW Segregated Portfolio an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities SPC, for the account
of Investment Opportunities 3 a segregated portfolio company formed in the Cayman Islands (“MALT”), LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an
exempted company formed in the Cayman Islands (“Oceana”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Pentwater Merger Arbitrage Master Fund, Ltd., an exempted company
formed in the Cayman Islands (“PMAM”), Pentwater Thanksgiving Fund LP a limited partnership formed in the Cayman Islands (“PTHK”), PWCM Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Pentwater Metric Merger
Arbitrage Fund LP, a limited partnership formed in the Cayman Islands (“PWMM”), and Pentwater Unconstrained Master Fund, Ltd. an exempted company formed in the Cayman Islands (PWUM), and Matthew Halbower, chief executive officer of Pentwater
Capital. Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PTHK, PWCM Master, PWUM, and Matthew Halbower are collectively referred to herein as Reporting Persons. CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PTHK, PWCM
Master, PWMM and PWUM are collectively referred to herein as the Funds. Pentwater Capital is the investment adviser of each of the Funds.
Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
| ITEM 4. |
PURPOSE OF THE TRANSACTION
|
Item 4 of the Schedule 13D/A is hereby amended and supplemented by adding the following:
PTHK has distributed the shares and options it held in the issuer to its investors. Various investors have received a total of 115,843 shares and Matthew Halbower received
the remaining shares and options. Matthew Halbower received the shares and options held by PTHK via a payment in kind transfer. PWMM and PTHK are no longer Reporting Persons.
Consistent with prior disclosure in this Schedule 13D, since the filing of Amendment No. 1 to this Schedule 13D, Pentwater Capital has published several open letters to
members of the board of directors of the Company and Rio Tinto and press releases (collectively, the “Letters and Press Releases”) that have expressed Pentwater Capital’s concerns regarding, among other things, various instances of mismanagement of
the Company’s business, breaches of fiduciary duties by the Company’s officers and directors and other deficiencies in the Company’s corporate governance that Pentwater Capital believe have harmed the Company’s minority shareholders. The Letters
and Press Releases have, among other things, called for members of the Company’s board of directors to improve the Company’s corporate governance and to otherwise protect the interests of the Company’s minority shareholders.
Pentwater Capital and the other Reporting Persons expect that they and their respective representatives will engage in further communications with the board of directors of
the Company and Rio Tinto, through open letters or otherwise, regarding operational, corporate governance, oversight and financing matters, including the matters reflected in the Letters and Press Releases. The Reporting Persons anticipate that
such communications will call for, among other things, independent investigations and/or oversight of the Issuer’s operations, and may call for the resignation of one or more directors or the establishment of one or more independent committees of
the board of directors of the Issuer, as well as other modifications to the Issuer’s governance structure, including those affecting the board’s oversight function.
The foregoing description of the Letters and Press Releases does not purport to be complete and is qualified in its entirety by reference to the full text of each letter or
press release, copies of which are filed as Exhibit 99.5 through Exhibit 99.13, and are incorporated herein by reference.
| ITEM 5. |
INTEREST OF SECURITIES OF THE ISSUER
|
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D/Amendment 2 is reflected on that Reporting Person’s cover page. By virtue of his position with Pentwater
Capital, Mr. Halbower has the sole power to vote the shares of Common Stock owned by the Reporting Persons. Subject to restrictions, Mr. Halbower has the sole power to dispose of the shares of Common Stock owned by the Reporting Persons.
(c) The transactions in the class of securities reported on that were effected during the past 60 days on behalf of the Reporting Persons are set forth in Schedule A and incorporated herein by reference. Other than
those transactions, there were no other such transactions in the securities by the Reporting Persons that were effected during the past 60 days.
| ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
The Reporting Persons has entered into cash-settled total return swap agreements with unaffiliated third-party financial institutions. The swaps constitute economic exposure to 7,972,531 notional shares of Common Stock. The swaps do not give the
Reporting Persons direct or indirect voting, investment, or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote, or dispose of any securities of the Issuer. Accordingly, the
Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time. Reporting
Persons collectively are long 2,190,000 14.00 strike February 18, 2022, put options and are short 500,000 16.00 strike February 18, 2022, put options. Other options held by the Funds include CRON, OCMF, PEMF, PMAM, and PWMF Funds collectively hold
over the counter 20.00 strike European call options to purchase 389,200 shares on June 17, 2022 and have collectively sold 20.00 strike over the counter European put options which would require the purchase of 389,200 shares of common stock of the
issuer on June 17, 2022.
| ITEM 7. |
MATERIALS TO BE FILED AS EXHIBITS
|
Item 7 of the Schedule 13D is hereby amended to add the following:
|
Press Release, dated December 15, 2020
|
|
Press Release, dated January 29, 2021
|
|
Press Release, dated March 5, 2021
|
|
Open Letter to Board of Directors of the Company, dated November 2, 2021
|
| Exhibit 99.9 |
Open Letter to Ngaire Woods and the Board of Directors of Rio Tinto plc, dated November 11, 2021
|
| Exhibit 99.10 |
Open Letter to Ben Wyatt and the Board of Directors of Rio Tinto plc, dated November 18, 2021
|
|
Open Letter to George Burns, dated November 22, 2021
|
|
Open Letter to Ngaire Woods, dated January 13, 2022
|
|
Open Letter to Board of Directors of the Company, dated January 18, 2022
|
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.
|
Dated: January 24, 2022
|
PENTWATER CAPITAL MANAGEMENT LP
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
|
|
||
|
CROWN MANAGED ACCOUNTS SPC acting for and on behalf of Crown/PW Segregated Portfolio
|
||
|
By:
|
Pentwater Capital Management LP, its Trading Advisor
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
LMA SPC for and on behalf of MAP 98 Segregated Portfolio
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
INVESTMENT OPPORTUNITIES SPC for the account of Investment Opportunities 3 Segregated Portfolio
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer |
|
OCEANA MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
PENTWATER MERGER ARBITRAGE MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
| Name: |
Matthew Halbower | |
| Title: | Chief Executive Officer |
|
PENTWATER THANKSGIVING FUND LP
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer |
|
PWCM MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
PENTWATER METRIC MERGER ARBITRAGE FUND LP
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
PENTWATER UNCONSTRAINED MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
By:
|
/s/ Matthew Halbower
|
|
|
Name:
|
Matthew Halbower | |
|
Title:
|
Chief Executive Officer | |
|
MATTHEW C. HALBOWER
|
||
|
/s/ Matthew Halbower
|
||
|
Matthew C. Halbower
|
||
Schedule A
Transactions in the shares of the Issuer During the Past 60 Days
For account of Crown Managed Accounts SPC
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/24/2021
|
Purchase
|
544
|
14.7154
|
|
11/26/2021
|
Purchase
|
544
|
14.5101
|
|
11/30/2021
|
Purchase
|
227
|
14.9348
|
|
12/01/2021
|
Sale
|
63
|
15.0023
|
|
12/03/2021
|
Purchase
|
1,088
|
14.0958
|
|
12/07/2021
|
Sale
|
340
|
14.9227
|
|
12/09/2021
|
Sale
|
32
|
14.9025
|
|
12/09/2021
|
Sale
|
2,874
|
14.8927
|
|
12/13/2021
|
Purchase
|
434
|
15.9621
|
|
12/13/2021
|
Purchase
|
6
|
14.990476
|
|
12/15/2021
|
Purchase
|
1,100
|
14.9837
|
|
12/17/2021
|
Purchase
|
440
|
15.1267
|
|
12/23/2021
|
Sale
|
720
|
16.6222
|
|
01/13/2022
|
Purchase
|
1,899
|
16.90687
|
|
01/13/2022
|
Purchase
|
5,843
|
16.98
|
|
01/13/2022
|
Purchase
|
2,074
|
16.8707
|
|
01/14/2022
|
Purchase
|
3,295
|
16.4026
|
|
01/14/2022
|
Purchase
|
987
|
16.62163
|
|
01/14/2022
|
Purchase
|
730
|
16.65576
|
|
01/19/2022
|
Sale
|
275
|
17.1071
|
| 1/21/2022 |
Purchase
|
2,197
|
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
12,300
|
0.23
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
36,600
|
0.60
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
14,600
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
23,300
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
4,100
|
0.447043
|
TRQ 18 STRIKE CALL OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
1,200
|
0.45
|
For account of Investment Opportunities 3 SPC
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/30/2021
|
Sale
|
7,500
|
15.0545
|
|
11/30/2021
|
Purchase
|
7,500
|
14.9348
|
|
12/01/2021
|
Sale
|
65
|
15.0023
|
|
12/07/2021
|
Sale
|
347
|
14.9227
|
|
12/09/2021
|
Sale
|
32
|
14.9025
|
|
12/13/2021
|
Sale
|
713
|
14.8927
|
|
12/13/2021
|
Purchase
|
444
|
15.9621
|
|
12/15/2021
|
Purchase
|
6
|
14.990476
|
|
12/15/2021
|
Purchase
|
1,125
|
14.9837
|
|
12/15/2021
|
Purchase
|
53,370
|
15.1267
|
|
12/20/2021
|
Purchase
|
22,050
|
14.6575
|
|
12/21/2021
|
Sale
|
8,820
|
15.8017
|
|
12/22/2021
|
Sale
|
8,820
|
16.0308
|
|
12/23/2021
|
Sale
|
21,584
|
16.6222
|
|
01/13/2022
|
Purchase
|
1,155
|
16.90687
|
|
01/13/2022
|
Purchase
|
3,555
|
16.98
|
|
01/13/2022
|
Purchase
|
1,262
|
16.8707
|
|
01/14/2022
|
Purchase
|
2,005
|
16.4026
|
|
01/14/2022
|
Purchase
|
601
|
16.62163
|
|
01/14/2022
|
Purchase
|
444
|
16.65576
|
|
01/19/2022
|
Sale
|
167
|
17.1071
|
|
01/21/2022
|
Purchase
|
1,337 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
6,700
|
0.23
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
22,300
|
0.60
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
8,900
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
14,100
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
2,500
|
0.447043
|
TRQ 18 STRIKE CALL OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
700 |
0.45
|
For account of LMA SPC on behalf of MAP 98 Segregated Portfolio
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
12/13/2021
|
Purchase
|
276
|
15.9621
|
|
12/13/2021
|
Purchase
|
4
|
14.990476
|
|
12/15/2021
|
Purchase
|
700
|
14.9837
|
|
12/17/2021
|
Purchase
|
280
|
15.1267
|
|
12/23/2021
|
Sale
|
460
|
16.6222
|
|
01/13/2022
|
Purchase
|
2,452
|
16.90687
|
|
01/13/2022
|
Purchase
|
7,545
|
16.98
|
|
01/13/2022
|
Purchase
|
2,679
|
16.8707
|
|
01/14/2022
|
Purchase
|
4,256
|
16.4026
|
|
01/14/2022
|
Purchase
|
1,275
|
16.62163
|
|
01/14/2022
|
Purchase
|
943
|
16.65576
|
|
01/19/2022
|
Sale
|
355
|
17.1071
|
| 01/21/2022 |
Purchase |
2,837 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
16,000
|
0.23
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
47,300
|
0.60
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
18,900
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
30,000
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
5,300
|
0.447043
|
TRQ 18 STRIKE CALL
OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
1,500
|
0.45
|
For account of PWCM Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/30/2021
|
Purchase
|
1,553
|
14.9348
|
|
12/01/2021
|
Sale
|
362
|
15.0023
|
|
12/07/2021
|
Sale
|
1,937
|
14.9227
|
|
12/09/2021
|
Sale
|
181
|
14.9025
|
|
12/09/2021
|
Sale
|
3,976
|
14.8927
|
|
12/10/2021
|
Sale
|
5,000
|
14.882
|
|
12/13/2021
|
Purchase
|
2,475
|
15.9621
|
|
12/13/2021
|
Purchase
|
35
|
14.990476
|
|
12/15/2021
|
Purchase
|
6,275
|
14.9837
|
|
12/17/2021
|
Purchase
|
2,510
|
15.1267
|
|
12/22/2021
|
Sale
|
5,000
|
16.0456
|
|
12/23/2021
|
Sale
|
24,104
|
16.6222
|
|
01/03/2022
|
Sale
|
26,000
|
16.2306
|
|
01/04/2022
|
Sale
|
2,121
|
16.4617
|
|
01/04/2022
|
Sale
|
20,420
|
16.4288
|
|
01/04/2022
|
Sale
|
11,459
|
16.39813
|
|
01/04/2022
|
Purchase
|
10,000
|
16.2918
|
|
01/05/2022
|
Sale
|
5,000
|
16.53911
|
|
01/05/2022
|
Sale
|
8,600
|
16.55103
|
|
01/05/2022
|
Sale
|
10,200
|
16.5424
|
|
01/05/2022
|
Sale
|
18,200
|
16.49488
|
|
01/05/2022
|
Purchase
|
27,000
|
16.305
|
|
01/06/2022
|
Purchase
|
25,000
|
15.6791
|
|
01/07/2022
|
Purchase
|
5,000
|
15.2368
|
|
01/12/2022
|
Purchase
|
35,000
|
16.7919
|
|
01/13/2022
|
Purchase
|
24,023
|
16.90687
|
|
01/13/2022
|
Purchase
|
73,917
|
16.98
|
01/13/2022
|
Purchase
|
26,240
|
16.8707
|
|
01/14/2022
|
Purchase
|
41,689
|
16.4026
|
|
01/14/2022
|
Purchase
|
12,492
|
16.62163
|
|
01/14/2022
|
Purchase
|
9,240
|
16.65576
|
|
01/19/2022
|
Sale
|
3,474
|
17.1071
|
|
01/21/2022
|
Purchase
|
27,793 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
157,200
|
0.23
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
460,300
|
0.60
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
184,100
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
297,400
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
51,800
|
0.447043
|
TRQ 18 STRIKE CALL OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
14,800
|
0.45
|
For account of Oceana Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/24/2021
|
Purchase
|
2,354
|
14.7154
|
|
11/26/2021
|
Purchase
|
2,354
|
14.5101
|
|
11/30/2021
|
Purchase
|
951
|
14.9348
|
|
12/01/2021
|
Sale
|
266
|
15.0023
|
|
12/03/2021
|
Purchase
|
4,709
|
14.0958
|
|
12/07/2021
|
Sale
|
1,427
|
14.9227
|
|
12/09/2021
|
Sale
|
133
|
14.9025
|
|
12/09/2021
|
Sale
|
12,349
|
14.8927
|
|
12/13/2021
|
Purchase
|
1,824
|
15.9621
|
|
12/13/2021
|
Purchase
|
26
|
14.990476
|
|
12/15/2021
|
Purchase
|
4,625
|
14.9837
|
|
12/17/2021
|
Purchase
|
1,850
|
15.1267
|
|
12/23/2021
|
Sale
|
3,028
|
16.6222
|
|
01/13/2022
|
Purchase
|
8,116
|
16.90687
|
|
01/13/2022
|
Purchase
|
24,971
|
16.98
|
|
01/13/2022
|
Purchase
|
8,865
|
16.8707
|
|
01/14/2022
|
Purchase
|
14,083
|
16.4026
|
|
01/14/2022
|
Purchase
|
4,220
|
16.62163
|
|
01/14/2022
|
Purchase
|
3,121
|
16.65576
|
|
01/19/2022
|
Sale
|
1,174
|
17.1071
|
|
01/21/2022
|
Purchase
|
9,389 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
52,800
|
0.23
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
62,600
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
156,400
|
0.60
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
99,600
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
17,400
|
0.447043
|
TRQ 18 STRIKE CALL OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
5,000
|
0.45
|
For account of Pentwater Equity Opportunities Master Fund Ltd.
|
11/24/2021
|
Purchase
|
1,445
|
14.7154
|
|
11/26/2021
|
Purchase
|
1,445
|
14.5101
|
|
11/30/2021
|
Purchase
|
587
|
14.9348
|
|
12/01/2021
|
Sale
|
164
|
15.0023
|
|
12/03/2021
|
Purchase
|
2,890
|
14.0958
|
|
12/07/2021
|
Sale
|
880
|
14.9227
|
|
12/09/2021
|
Sale
|
82
|
14.9025
|
|
12/09/2021
|
Sale
|
7,586
|
14.8927
|
|
12/13/2021
|
Purchase
|
1,124
|
15.9621
|
|
12/13/2021
|
Purchase
|
16
|
14.990476
|
|
12/15/2021
|
Purchase
|
2,850
|
14.9837
|
|
12/17/2021
|
Purchase
|
1,140
|
15.1267
|
|
12/23/2021
|
Sale
|
1,864
|
16.6222
|
|
01/13/2022
|
Purchase
|
8,387
|
16.90687
|
|
01/13/2022
|
Purchase
|
25,806
|
16.98
|
|
01/13/2022
|
Purchase
|
9,161
|
16.8707
|
|
01/14/2022
|
Purchase
|
14,555
|
16.4026
|
|
01/14/2022
|
Purchase
|
4,361
|
16.62163
|
|
01/14/2022
|
Purchase
|
3,226
|
16.65576
|
|
01/19/2022
|
Sale
|
1,213
|
17.1071
|
| 01/21/2022 |
Purchase |
9,703 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
54,600
|
0.23
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
64,700
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
161,600
|
0.60
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
102,900
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
18,100
|
0.447043
|
TRQ 18 STRIKE CALL OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
5,200 |
0.45
|
For account of Pentwater Merger Arbitrage Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/24/2021
|
Purchase
|
4,157
|
14.7154
|
|
11/26/2021
|
Purchase
|
4,157
|
14.5101
|
|
11/30/2021
|
Purchase
|
1,682
|
14.9348
|
|
12/01/2021
|
Sale
|
471
|
15.0023
|
|
12/03/2021
|
Purchase
|
8,313
|
14.0958
|
|
12/07/2021
|
Sale
|
2,523
|
14.9227
|
|
12/09/2021
|
Sale
|
236
|
14.9025
|
|
12/09/2021
|
Sale
|
21,807
|
14.8927
|
|
12/13/2021
|
Purchase
|
3,224
|
15.9621
|
|
12/13/2021
|
Purchase
|
46
|
14.990476
|
|
12/15/2021
|
Purchase
|
8,175
|
14.9837
|
|
12/17/2021
|
Purchase
|
3,270
|
15.1267
|
|
12/23/2021
|
Sale
|
5,352
|
16.6222
|
|
01/13/2022
|
Purchase
|
18,768
|
16.90687
|
|
01/13/2022
|
Purchase
|
57,748
|
16.98
|
|
01/13/2022
|
Purchase
|
20,501
|
16.8707
|
|
01/14/2022
|
Purchase
|
32,570
|
16.4026
|
|
01/14/2022
|
Purchase
|
9,760
|
16.62163
|
|
01/14/2022
|
Purchase
|
7,219
|
16.65576
|
|
01/19/2022
|
Sale
|
2,714
|
17.1071
|
|
01/21/2022
|
Purchase
|
21,713 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
122,200
|
0.23
|
TRQ 16 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Sale
|
144,700
|
1.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/06/2022
|
Purchase
|
361,700
|
0.60
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/13/2022
|
Purchase
|
230,200
|
0.40
|
TRQ 14 STRIKE PUT OPTION 02/18/2022
|
01/14/2022
|
Purchase
|
40,400
|
0.447043
|
TRQ 18 STRIKE CALL OPTION 02/18/2022
|
01/21/2022
|
Purchase
|
11,500
|
0.45
|
For account of Pentwater Thanksgiving Fund LP
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/24/2021
|
Purchase
|
1,500
|
14.7154
|
|
11/26/2021
|
Purchase
|
1,500
|
14.5101
|
|
11/30/2021
|
Sale
|
2,469
|
15.0545
|
|
11/30/2021
|
Purchase
|
2,469
|
14.9348
|
|
12/01/2021
|
Sale
|
1,400
|
15.0023
|
|
12/03/2021
|
Purchase
|
3,000
|
14.0958
|
|
12/07/2021
|
Sale
|
7,500
|
14.9227
|
|
12/09/2021
|
Sale
|
100
|
14.9025
|
|
12/09/2021
|
Sale
|
12,000
|
14.8927
|
|
12/10/2021
|
Sale
|
5,000
|
14.882
|
|
12/13/2021
|
Purchase
|
4,930
|
15.9621
|
|
12/13/2021
|
Purchase
|
70
|
14.990476
|
|
12/15/2021
|
Purchase
|
5,000
|
14.9837
|
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
7,700
|
0.23
|
|
12/10/2021
|
Purchase
|
15,000
|
0.25
|
For account of Pentwater Unconstrained Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of
Common Stock
|
Price ($)
|
|
11/30/2021
|
Sale
|
31
|
15.0545
|
|
11/30/2021
|
Purchase
|
31
|
14.9348
|
|
12/01/2021
|
Sale
|
9
|
15.0023
|
|
12/07/2021
|
Sale
|
46
|
14.9227
|
|
12/09/2021
|
Sale
|
4
|
14.9025
|
|
12/09/2021
|
Sale
|
95
|
14.8927
|
|
12/10/2021
|
Purchase
|
59
|
15.9621
|
|
12/13/2021
|
Purchase
|
1
|
14.990476
|
|
12/15/2021
|
Purchase
|
150
|
14.9837
|
|
12/17/2021
|
Purchase
|
7,140
|
15.1267
|
|
12/20/2021
|
Purchase
|
2,950
|
14.6575
|
|
12/21/2021
|
Sale
|
1,180
|
15.8017
|
|
12/22/2021
|
Sale
|
1,180
|
16.0308
|
|
12/23/2021
|
Sale
|
2,888
|
16.6222
|
|
01/13/2022
|
Purchase
|
200
|
16.90687
|
|
01/13/2022
|
Purchase
|
615
|
16.98
|
|
01/13/2022
|
Purchase
|
218
|
16.8707
|
|
01/14/2022
|
Purchase
|
347
|
16.4026
|
|
01/14/2022
|
Purchase
|
104
|
16.62163
|
|
01/14/2022
|
Purchase
|
77
|
16.65576
|
|
01/19/2022
|
Sale
|
28
|
17.1071
|
|
01/21/2022
|
Purchase
|
231 |
15.83 |
TRQ 12 STRIKE AMER PUT 01/21/2022
|
12/10/2021
|
Purchase
|
1,200
|
0.23
|
TRQ 14 STRIKE AMER PUT 02/18/2022
|
01/06/2022
|
Purchase
|
3,800
|
0.6
|
TRQ 16 STRIKE AMER PUT 02/18/2022
|
01/06/2022
|
Sale
|
1,500
|
1.40
|
TRQ 14 STRIKE AMER PUT 02/18/2022
|
01/13/2022
|
Purchase
|
2,500
|
0.4
|
TRQ 14 STRIKE AMER PUT 02/18/2022
|
01/14/2022
|
Purchase
|
400
|
0.447043
|
TRQ 18 STRIKE AMER CALL 02/18/2022
|
01/21/2022
|
Purchase
|
100 |
0.45
|