SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TESCO CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
88157K101
(CUSIP Number)
June 9, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.88157K101 | | | | Page2 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Master Fund, Ltd. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 (See Item 4) |
| 6 | | SHARED VOTING POWER None (see Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 (See Item 4) |
| 8 | | SHARED DISPOSITIVE POWER None |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* CO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page3 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global, LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page4 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global Investments, Ltd. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* CO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page5 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund, LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page6 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund, Ltd. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* CO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page7 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund II, LLC |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page8 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund II, Ltd. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* CO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page9 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global Japan Unit Trust |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 564,956 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 564,956 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,956 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.22% |
12 | | TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page10 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Master Fund, Ltd. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 2,064,441 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 2,064,441 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,064,441 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.46% |
12 | | TYPE OF REPORTING PERSON* CO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page11 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Fund, L.P. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 2,064,441 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 2,064,441 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,064,441 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.46% |
12 | | TYPE OF REPORTING PERSON* OO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page12 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Fund, Ltd. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 2,064,441 |
| 6 | | SHARED VOTING POWER None (See Item 4) |
| 7 | | SOLE DISPOSITIVE POWER 2,064,441 |
| 8 | | SHARED DISPOSITIVE POWER None (See Item 4) |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,064,441 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.46% |
12 | | TYPE OF REPORTING PERSON* CO |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page13 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Balyasny Asset Management L.P. |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 2,629,397 (See Item 4) |
| 6 | | SHARED VOTING POWER None |
| 7 | | SOLE DISPOSITIVE POWER 2,629,397 (See Item 4) |
| 8 | | SHARED DISPOSITIVE POWER None |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,629,397 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.68% |
12 | | TYPE OF REPORTING PERSON* IA |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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CUSIP No.88157K101 | | | | Page14 of28 Pages |
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1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Dmitry Balyasny |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
3 | | SEC USE ONLY |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 2,629,397 (See Item 4) |
| 6 | | SHARED VOTING POWER None |
| 7 | | SOLE DISPOSITIVE POWER 2,629,397 (See Item 4) |
| 8 | | SHARED DISPOSITIVE POWER None |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,629,397 (See Item 4) |
10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.68% |
12 | | TYPE OF REPORTING PERSON* IN |
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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Item 1 | | (a) | | Name of Issuer: |
| | |
| | | | Tesco Corporation (the “Company”) |
| | |
| | (b) | | Address of Issuer’s Principal Executive Offices: |
| | |
| | | | 3993 West Sam Houston |
| | | | Parkway North, Suite 100 |
| | | | Houston, TX 77043 |
| | | | United States |
| | |
Item 2 | | (a) – (c) | | This statement is filed on behalf of the following: |
| |
| | (1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. |
| |
| | (2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 15.63% of the equity interests in AMF. |
| |
| | (3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 22.39% of the equity interests in AMF. |
| |
| | (4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AIF LLC owns 5.67% of the equity interests in AMF. |
| |
| | (5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF, LTD owns 17.08% of the equity interests in AMF. |
| |
| | (6) Atlas Institutional Fund II, LLC is a Delaware limited liability company (“AIF2 LLC”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. AIF2 LLC owns 9.17% of the equity interests in AMF. |
| |
| | (7) Atlas Institutional Fund II, Ltd. is a Cayman corporation (“AIF2 LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF2 LTD owns 8.16% of the equity interests in AMF. |
Page 15 of 28 Pages
| | | | |
| |
| | (8) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 8.51% of the equity interests in AMF. |
| |
| | (9) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. |
| |
| | (10) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AEF LP owns 28.62% of the equity interests in AEMF. |
| |
| | (11) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 71.20% of the equity interests in AEMF. |
| |
| | (12) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, and AEF LTD. |
| |
| | (13) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM. |
| | |
| | (d) | | Title of Class of Securities: |
| | |
| | | | Common Stock |
| | |
| | (e) | | CUSIP Number: 88157K101 |
| |
Item 3 | | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| |
| | Not Applicable |
Page 16 of 28 Pages
| | | | |
| |
Item 4 | | Ownership: |
| | |
| | AMF | | |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | 564,956 |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| | |
| | AG | | |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 15.63% of the equity interest in AMF, AG may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
Page 17 of 28 Pages
| | | | |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| | |
| | AGI | | |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 22.39% of the equity interest in AMF, AGI may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (ii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
Page 18 of 28 Pages
| | | | |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AIF LLC |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 5.67% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AIF LTD |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 17.08% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
Page 19 of 28 Pages
| | | | |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AIF2 LLC |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 9.17% of the equity interest in AMF, AIF2 LLC may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
Page 20 of 28 Pages
| | | | |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AIF2 LTD |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 8.16% of the equity interest in AMF, AIF2 LTD may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AGJ |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 8.51% of the equity interest in AMF, AGJ may be deemed to beneficially own the 564,956 Shares of the Company’s Common Stock beneficially owned by AMF. |
Page 21 of 28 Pages
| | | | |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 1.22% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 564,956 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 564,956 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AEMF |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | 2,064,441 |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 4.46% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 2,064,441 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 2,064,441 |
Page 22 of 28 Pages
| | | | |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | AEF LP |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 28.62% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 2,064,441 Shares of the Company’s Common Stock beneficially owned by AEMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 4.46% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 2,064,441 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 2,064,441 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
Page 23 of 28 Pages
| | | | |
| |
| | AEF LTD |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its ownership of 71.20% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 2,064,441 Shares of the Company’s Common Stock beneficially owned by AEMF. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 4.46% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 2,064,441 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 2,064,441 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| | |
| | BAM | | |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, and AEF LTD, BAM may be deemed to beneficially own the 2,629,397 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP and AEF LTD. |
Page 24 of 28 Pages
| | | | |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 5.68% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 2,629,397 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 2,629,397 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| |
| | Dmitry Balyasny |
| | |
| | (a) | | Amount Beneficially Owned: |
| | |
| | | | By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 2,629,397 Shares of the Company’s Common Stock beneficially owned by BAM. |
| | |
| | (b) | | Percent of Class: |
| | |
| | | | 5.68% |
| | |
| | (c) | | Number of Shares as to which person has: |
| | |
| | | | (i) Sole power to vote or to direct vote: |
| | |
| | | | 2,629,397 |
| | |
| | | | (ii) Shared power to vote or to direct vote: |
| | |
| | | | None |
Page 25 of 28 Pages
| | | | |
| | |
| | | | (iii) Sole power to dispose or direct disposition of: |
| | |
| | | | 2,629,397 |
| | |
| | | | (iv) Shared power to dispose or to direct disposition of: |
| | |
| | | | None |
| | |
Item 5 | | | | Ownership of Five Percent or Less of a Class: |
| | |
| | | | Applicable |
| | |
Item 6 | | | | Ownership of More than Five Percent on Behalf of Another Person: |
| | |
| | | | Not Applicable |
| | |
Item 7 | | | | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
| | |
| | | | Not Applicable |
| | |
Item 8 | | | | Identification and Classification of Members of the Group: |
| | |
| | | | Not Applicable |
| | |
Item 9 | | | | Notice of Dissolution of Group: |
| | |
| | | | Not Applicable |
| | |
Item 10 | | | | Certification: |
| | |
| | | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Page 26 of 28 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 17, 2016
| | | | | | | | |
ATLAS MASTER FUND, LTD. | | | | ATLAS GLOBAL, LLC |
| | | | |
By: | | /s/ Scott Schroeder | | | | By: | | /s/ Scott Schroeder |
| | Scott Schroeder | | | | | | Scott Schroeder |
| | Authorized Signatory | | | | | | Authorized Signatory |
| | |
ATLAS GLOBAL INVESTMENTS, LTD. | | | | ATLAS INSTITUTIONAL FUND, LLC |
| | | | |
By: | | /s/ Scott Schroeder | | | | By: | | /s/ Scott Schroeder |
| | Scott Schroeder | | | | | | Scott Schroeder |
| | Authorized Signatory | | | | | | Authorized Signatory |
| | |
ATLAS INSTITUTIONAL FUND, LTD. | | | | ATLAS INSTITUTIONAL FUND II, LLC |
| | | | |
By: | | /s/ Scott Schroeder | | | | By: | | /s/ Scott Schroeder |
| | Scott Schroeder | | | | | | Scott Schroeder |
| | Authorized Signatory | | | | | | Authorized Signatory |
| | |
ATLAS INSTITUTIONAL FUND II, LTD. | | | | ATLAS GLOBAL JAPAN UNIT TRUST |
| | | | |
By: | | /s/ Scott Schroeder | | | | By: | | /s/ Scott Schroeder |
| | Scott Schroeder | | | | | | Scott Schroeder |
| | Authorized Signatory | | | | | | Authorized Representative |
Page 27 of 28 Pages
| | | | | | | | |
ATLAS ENHANCED MASTER FUND, LTD. | | | | ATLAS ENHANCED FUND, L.P. |
| | | | |
By: | | /s/ Scott Schroeder | | | | By: | | /s/ Scott Schroeder |
| | Scott Schroeder | | | | | | Scott Schroeder |
| | Authorized Signatory | | | | | | Authorized Signatory |
| | |
ATLAS ENHANCED FUND, LTD. | | | | BALYASNY ASSET MANAGEMENT L.P. |
| | | | |
By: | | /s/ Scott Schroeder | | | | By: | | /s/ Scott Schroeder |
| | Scott Schroeder | | | | | | Scott Schroeder |
| | Authorized Signatory | | | | | | Authorized Signatory |
| | | |
DMITRY BALYASNY | | | | | | |
| | | | |
By: | | /s/ Scott Schroeder | | | | | | |
| | Scott Schroeder | | | | | | |
| | Authorized Representative | | | | | | |
Page 28 of 28 Pages