UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Global Gold Corporation |
(Name of Issuer) |
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
37933T209 |
(Cusip Number) |
Mark C. Wehrly Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, California 94111 (415) 421-2132 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 10, 2010 |
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).
(Continued on following pages)
13D
1 | NAMES OF REPORTING PERSONS Farallon Capital Partners, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 425,335 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 425,335 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 425,335 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) �� 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
13D
1 | NAMES OF REPORTING PERSONS Farallon Capital Institutional Partners, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 364,686 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 364,686 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 364,686 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
13D
1 | NAMES OF REPORTING PERSONS Farallon Capital Institutional Partners II, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 40,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 40,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% |
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
13D
1 | NAMES OF REPORTING PERSONS Farallon Capital Institutional Partners III, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
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 182,444 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 182,444 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,444 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% |
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
13D
1 | NAMES OF REPORTING PERSONS Farallon Capital Offshore Investors II, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, is beneficial owner only of the securities reported by it on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
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 1,012,535 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 1,012,535 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,012,535 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% |
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
13D
1 | NAMES OF REPORTING PERSONS Farallon Partners, L.L.C. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
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 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
13D
1 | NAMES OF REPORTING PERSONS William F. Duhamel |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Richard B. Fried |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Daniel J. Hirsch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Monica R. Landry |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Davide Leone |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Italy |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Douglas M. MacMahon |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Stephen L. Millham |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A/ |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Jason E. Moment |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Ashish H. Pant |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION India |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Rajiv A. Patel |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Andrew J. M. Spokes |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Thomas F. Steyer |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Richard H. Voon |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
13D
1 | NAMES OF REPORTING PERSONS Mark C. Wehrly |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 60; (a) [ ] 60; (b) [ X ]** **The reporting persons making this filing hold an aggregate of 2,025,399 Shares, which is 4.9% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page. |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) N/A |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 60; [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 2,025,399 |
9 | SOLE DISPOSITIVE POWER -0- |
10 | SHARED DISPOSITIVE POWER 2,025,399 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,025,399 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 60; [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
This Amendment No. 9 to Schedule 13D amends the Schedule 13D initially filed on April 12, 2006 (together with all prior and current amendments thereto, this “Schedule 13D”).
Item 2. Identity and Background
Item 2 is amended and restated in its entirety as follows:
(a) This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
(i) | Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it; |
(ii) | Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it; |
(iii) | Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it; |
(iv) | Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it; and |
(v) | Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it. |
FCP, FCIP, FCIP II, FCIP III and FCOI II are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
(vi) | Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of the Farallon Funds, with respect to the Shares held by each of the Farallon Funds. |
The Farallon Managing Members
(vii) | The following persons, each of whom is a managing member of the Farallon General Partner, with respect to the Shares held by the Farallon Funds: William F. Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Daniel J. Hirsch (“Hirsch”), Monica R. Landry (“Landry”), Davide Leone (“Leone”), Douglas M. MacMahon (“MacMahon”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”), Richard H. Voon (“Voon”) and Mark C. Wehrly (“Wehrly”). |
Duhamel, Fried, Hirsch, Landry, Leone, MacMahon, Millham, Moment, Pant, Patel, Spokes, Steyer, Voon and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
(b) The address of the principal business office of (i) the Farallon Funds and the Farallon General Partner is One Maritime Plaza, Suite 2100, San Francisco, California 94111 and (ii) each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(c) The principal business of each of the Farallon Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of the Farallon Funds. The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each of the Farallon Funds and the Farallon General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Leone, Pant and Spokes, is a citizen of the United States. Leone is a citizen of Italy. Pant is a citizen of India. Spokes is a citizen of the United Kingdom.
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
The Farallon Funds
| (a),(b) | The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 41,152,856 Shares outstanding as of November 19, 2009, as reported by the Company in its Quarterly Report on Form 10-Q for the period ended September 30, 2009 filed with the Securities and Exchange Commission on November 19, 2009. |
| (c) | The dates, number of Shares involved and the price per Share (including commissions) for all transactions in the Shares by the Farallon Funds in the past 60 days are set forth on Schedules A-E hereto and are |
| | incorporated herein by reference. All of such transactions were open-market transactions. |
| (d) | The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
| (e) | As of March 17, 2010, each of the Farallon Funds ceased to be a beneficial owner of more than five percent of the class of securities. |
The Farallon General Partner
| (a),(b) | The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference. |
| (d) | The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
| (e) | As of March 17, 2010, the Farallon General Partner may no longer be deemed a beneficial owner of more than five percent of the class of securities. |
The Farallon Individual Reporting Persons
| (a),(b) | The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person. |
| (d) | The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
| (e) | As of March 17, 2010, each of the Farallon Individual Reporting Persons may no longer be deemed a beneficial owner of more than five percent of the class of securities. |
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of the Farallon Funds, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. The Farallon Individual Reporting Persons, as managing members of the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. Each of the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 19, 2010
/s/ Monica R. Landry
FARALLON PARTNERS, L.L.C.,
On its own behalf,
as the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
By Monica R. Landry,
Managing Member
/s/ Monica R. Landry
Monica R. Landry, individually and as attorney-in-fact for each of William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Davide Leone, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon and Mark C. Wehrly
The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Millham, Moment, Pant, Patel, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference. The Power of Attorney executed by each of Hirsch and Voon authorizing Land ry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on January 6, 2009 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Leone authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 18 to the Schedule 13D filed with the Securities and Exchange Commission on October 23, 2009 by such Reporting Person with respect to the Common Stock of CapitalSource Inc., is hereby incorporated by reference.
ANNEX 1
Set forth below with respect to the Farallon General Partner is the following information: (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons. Set forth below with respect to each managing member of the Farallon General Partner is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.
1. | The Farallon General Partner |
| (a) | Farallon Partners, L.L.C. |
| (b) | c/o Farallon Capital Management, L.L.C. |
One Maritime Plaza, Suite 2100
San Francisco, California 94111
| (c) | Serves as general partner of investment partnerships |
| (d) | Delaware limited liability company |
| (e) | Managing Members: Thomas F. Steyer, Senior Managing Member; Andrew J. M. Spokes, Co-Senior Managing Member; William F. Duhamel, Alice F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Davide Leone, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Gregory S. Swart, Richard H. Voon and Mark C. Wehrly, Managing Members. |
2. | Managing Members of the Farallon General Partner |
| (a) | William F. Duhamel, Alice F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Davide Leone, Douglas M. MacMahon, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J.M. Spokes, Thomas F. Steyer, Gregory S. Swart, Richard H. Voon and Mark C. Wehrly. |
| (b) | c/o Farallon Capital Management, L.L.C. |
One Maritime Plaza, Suite 2100
San Francisco, California 94111
| (c) | The principal occupation of Thomas F. Steyer is serving as senior managing member of the Farallon General Partner. The principal occupation of Andrew J.M. Spokes is serving as co-senior managing member of the Farallon General Partner. The principal occupation of each other managing member of the Farallon General Partner is serving as a managing member of the Farallon General Partner. |
| (d) | Each of the managing members of the Farallon General Partner, other than Davide Leone, Ashish H. Pant, Andrew J. M. Spokes and Gregory S. Swart, is a citizen of the United States. Davide Leone is a citizen of Italy. Ashish H. Pant is a citizen of India. Andrew J. M. Spokes is a citizen of the United Kingdom. Gregory S. Swart is a citizen of New Zealand. |
None of the managing members of the Farallon General Partner has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
TRADE DATE | NO. OF SHARES SOLD (S) | PRICE PER SHARE ($) |
1/22/10 | 4,200 | 0.12 |
2/9/10 | 1,600 | 0.12 |
3/4/10 | 45,200 | 0.13 |
3/10/10 | 27,000 | 0.17 |
3/12/10 | 8,200 | 0.19 |
3/16/10 | 4,900 | 0.19 |
3/17/10 | 9,400 | 0.17 |
| | |
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
TRADE DATE | NO. OF SHARES SOLD (S) | PRICE PER SHARE ($) |
1/22/10 | 3,600 | 0.12 |
2/9/10 | 1,400 | 0.12 |
3/4/10 | 38,700 | 0.13 |
3/10/10 | 23,100 | 0.17 |
3/12/10 | 7,000 | 0.19 |
3/16/10 | 4,200 | 0.19 |
3/17/10 | 8,100 | 0.17 |
| | |
| | |
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
TRADE DATE | NO. OF SHARES SOLD (S) | PRICE PER SHARE ($) |
1/22/10 | 400 | 0.12 |
2/9/10 | 200 | 0.12 |
3/4/10 | 4,300 | 0.13 |
3/10/10 | 2,600 | 0.17 |
3/12/10 | 800 | 0.19 |
3/16/10 | 500 | 0.19 |
3/17/10 | 900 | 0.17 |
| | |
| | |
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
TRADE DATE | NO. OF SHARES SOLD (S) | PRICE PER SHARE ($) |
1/22/10 | 1,800 | 0.12 |
2/9/10 | 600 | 0.12 |
3/4/10 | 19,300 | 0.13 |
3/10/10 | 11,500 | 0.17 |
3/12/10 | 3,500 | 0.19 |
3/16/10 | 2,100 | 0.19 |
3/17/10 | 4,100 | 0.17 |
| | |
| | |
| | |
SCHEDULE E
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
TRADE DATE | NO. OF SHARES SOLD (S) | PRICE PER SHARE ($) |
1/22/10 | 10,000 | 0.12 |
2/9/10 | 3,700 | 0.12 |
3/4/10 | 107,500 | 0.13 |
3/10/10 | 64,200 | 0.17 |
3/12/10 | 19,500 | 0.19 |
3/16/10 | 11,800 | 0.19 |
3/17/10 | 22,500 | 0.17 |
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