| Item 1(a). | Name of Issuer: |
Ultra Petroleum Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
400 North Sam Houston Parkway E., Suite 1200, Houston, Texas
| Item 2(a). | Name of Persons Filing: |
| (i) | Scoggin International Fund, Ltd. |
| (ii) | Scoggin Worldwide Fund, Ltd. |
| (iii) | SB Special Situation Master Fund SPC – Portfolio F |
| (iv) | Scoggin Management LP |
| (vi) | Old Bellows Partners LP |
| (vii) | Old Bell Associates LLC |
(collectively, the “Reporting Persons” and each, a “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Each of Scoggin International Fund, Ltd., Scoggin Worldwide Fund, Ltd. and SB Special Situation Master Fund SPC – Portfolio F has a business address at c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands.
Each of the other Reporting Persons has a business address at 660 Madison Avenue, New York, NY 10065.
| Item 2(c). | Citizenship or Place of Organization: |
| (i) | Scoggin International Fund, Ltd. |
Cayman Islands
| (ii) | Scoggin Worldwide Fund, Ltd. |
Cayman Islands
| (iii) | SB Special Situation Master Fund SPC – Portfolio F |
Cayman Islands
| (iv) | Scoggin Management LP |
Delaware
Delaware
| (vi) | Old Bellows Partners LP |
Delaware
| (vii) | Old Bell Associates LLC |
New York
USA
USA
USA
| Item 2(d). | Title of Class of Securities: |
Common Shares
903914208
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a)
| ☐ | Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b)
| ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c)
| ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d)
| ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e)
| ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f)
| ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g)
| ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h)
| ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i)
| ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j)
| ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k)
| ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| (i) | Scoggin International Fund, Ltd.1 |
| (a) | Amount beneficially owned: 0 |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (ii) | Scoggin Worldwide Fund, Ltd.3 |
| (a) | Amount beneficially owned: 0 |
| (b) | Percent of class: 0.0% |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 1 | The investment manager of Scoggin International Fund, Ltd. is Scoggin Management LP. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC. |
| 2 | Percentages are based on 197,053,583 shares of common stock outstanding as reported in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018. |
| 3 | The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. |
| (iii) | SB Special Situation Master Fund SPC – Portfolio F4 |
| (a) | Amount beneficially owned: 7,500,000 |
| (b) | Percent of class: 3.8% |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 7,500,000 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: 7,500,000 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (iv) | Scoggin Management LP5 |
| (a) | Amount beneficially owned: 0 |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 4 | The investment manager of SB Special Situation Master Fund SPC – Portfolio F is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. |
| 5 | Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC. |
| 6 | Scoggin GP LLC is the general partner of Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC. |
| (a) | Amount beneficially owned: 0 |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (vi) | Old Bellows Partners LP7 |
| (a) | Amount beneficially owned: 7,500,000 |
| (b) | Percent of class: 3.8% |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 7,500,000 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: 7,500,000 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (vii) | Old Bell Associates LLC8 |
| (a) | Amount beneficially owned: 7,500,000 |
| (b) | Percent of class: 3.8% |
| 7 | Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. Craig Effron and Curtis Schenker are Co-Chief Investment Officer of Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. |
| 8 | Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. Craig Effron and Curtis Schenker are Co-Chief Investment Officers of Event Driven Strategies for Old Bellows Partners LP. |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 7,500,000 |
| | (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 7,500,000 |
| (a) | Amount beneficially owned: 7,639,162 |
| (b) | Percent of class: 3.9% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 139,162 |
| (ii) | Shared power to vote or to direct the vote: 7,500,000 |
| (iii) | Sole power to dispose or to direct the disposition of: 139,162 |
| (iv) | Shared power to dispose or to direct the disposition of: 7,500,000 |
| (a) | Amount beneficially owned: 7,500,000 |
| (b) | Percent of class: 3.8% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| 9 | A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. |
| 10 | Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron is a managing member of Scoggin GP LLC. Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. |
| (ii) | Shared power to vote or to direct the vote: 7,500,000 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 7,500,000 |
| (a) | Amount beneficially owned: 7,575,000 |
| (b) | Percent of class: 3.8% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 75,00012 |
| (ii) | Shared power to vote or to direct the vote: 7,500,000 |
| (iii) | Sole power to dispose or to direct the disposition of: 75,000 |
| (iv) | Shared power to dispose or to direct the disposition of: 7,500,000 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
A person other than the Reporting Persons has the right to receive dividends from, or the proceeds from the sale of, such securities with respect to the 75,000 shares held in certain accounts as to which Curtis Schenker has discretionary authority.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable
| 11 | Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Curtis Schenker is a managing member of Scoggin GP LLC. Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. |
| 12 | Includes 75,000 shares held in accounts as to which Curtis Schenker has discretionary authority. |
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable
| Item 9. | Notice of Dissolution of Group. |
Not applicable
By signing below the undersigned certifies 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, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the Reporting Person on whose behalf the undersigned is executing this statement is true, complete and correct.
| Dated as of February 13, 2019 | Scoggin International Fund, Ltd. |
| | |
| | By: Scoggin Management LP, as Investment Manager |
| | By: Scoggin GP LLC, its General Partner |
| | |
| | By: /s/ Craig Effron |
| | Name: Craig Effron |
| | Title: Managing Member |
| Dated as of February 13, 2019 | Scoggin Worldwide Fund, Ltd. |
| | |
| By: Old Bellows Partners LP, as Investment Manager |
| By: Old Bell Associates LLC, its General Partner |
| | |
| By: /s/ A. Dev Chodry |
| Name: A. Dev Chodry |
| Title: Managing Member |
| Dated as of February 13, 2019 | SB Special Situation Master Fund SPC – Portfolio F |
| | |
| By: Old Bellows Partners LP, as Investment Manager |
| By: Old Bell Associates LLC, its General Partner |
| | |
| By: /s/ A. Dev Chodry |
| Name: A. Dev Chodry |
| Title: Managing Member |
| Dated as of February 13, 2019 | Scoggin Management LP |
| | |
| | By: Scoggin GP LLC, its General Partner |
| | |
| By: /s/ Craig Effron |
| Name: Craig Effron |
| Title: Managing Member |
| Dated as of February 13, 2019 | Scoggin GP LLC |
| | |
| | By: /s/ Craig Effron |
| Name: Craig Effron |
| Title: Managing Member |
| Dated as of February 13, 2019 | Old Bellows Partners LP |
| | |
| By: Old Bell Associates LLC, its General Partner |
| | |
| By: /s/ A. Dev Chodry |
| Name: A. Dev Chodry |
| Title: Managing Member |
| Dated as of February 13, 2019 | Old Bell Associates LLC |
| | |
| | By: /s/ A. Dev Chodry |
| Name: A. Dev Chodry |
| Title: Managing Member |
| Dated as of February 13, 2019 | /s/ A. Dev Chodry |
| A. Dev Chodry |
| Dated as of February 13, 2019 | /s/ Craig Effron |
| Craig Effron |
| Dated as of February 13, 2019 | /s/ Curtis Schenker |
| Curtis Schenker |
