Washington, D.C. 20549
(Amendment No. 1)*
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 [X].
*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).
1 Names of Reporting Persons
Venor Capital Master Fund Ltd.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ]
6 Citizenship or Place of Organization
Cayman Islands
| | 7 | Sole Voting Power |
Number of Shares | | 0 |
Beneficially Owned By Each | 8 | Shared Voting Power 1,010,940 |
Reporting Person With | 9 | Sole Dispositive Power 0 |
| | 10 | Shared Dispositive Power |
| | | 1,010,940 |
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,010,940
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)
5.6%
14 Type of Reporting Person (See Instructions)
CO
| CUSIP No. 960878106 | Page 3 of 8 Pages |
1 Names of Reporting Persons
Venor Capital Management LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
| 6 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ]
6 Citizenship or Place of Organization
Delaware
| | 7 | Sole Voting Power |
Number of Shares | | 0 |
Beneficially Owned By Each | 8 | Shared Voting Power 1,136,369 |
Reporting Person With | 9 | Sole Dispositive Power 0 |
| | 10 | Shared Dispositive Power |
| | | 1,136,369 |
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,136,369
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)
6.3%
14 Type of Reporting Person (See Instructions)
IA
| CUSIP No. 960878106 | Page 4 of 8 Pages |
1 Names of Reporting Persons
Venor Capital Management GP LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
| 7 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ]
6 Citizenship or Place of Organization
Delaware
| | 7 | Sole Voting Power |
Number of Shares | | 0 |
Beneficially Owned By Each | 8 | Shared Voting Power 1,136,369 |
Reporting Person With | 9 | Sole Dispositive Power 0 |
| | 10 | Shared Dispositive Power |
| | | 1,136,369 |
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,136,369
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)
6.3%
14 Type of Reporting Person (See Instructions)
OO
| CUSIP No. 960878106 | Page 5 of 8 Pages |
1 Names of Reporting Persons
Jeffrey A. Bersh
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
| 8 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ]
6 Citizenship or Place of Organization
United States
| | 7 | Sole Voting Power |
Number of Shares | | 0 |
Beneficially Owned By Each | 8 | Shared Voting Power 1,136,369 |
Reporting Person With | 9 | Sole Dispositive Power 0 |
| | 10 | Shared Dispositive Power |
| | | 1,136,369 |
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,136,369
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)
6.3%
14 Type of Reporting Person (See Instructions)
IN
| CUSIP No. 960878106 | Page 6 of 8 Pages |
1 Names of Reporting Persons
Michael J. Wartell
2 Check the Appropriate Box If a Member of a Group (See Instructions)
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
| 9 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
[ ]
6 Citizenship or Place of Organization
United States
| | 7 | Sole Voting Power |
Number of Shares | | 0 |
Beneficially Owned By Each | 8 | Shared Voting Power 1,136,369 |
Reporting Person With | 9 | Sole Dispositive Power 0 |
| | 10 | Shared Dispositive Power |
| | | 1,136,369 |
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,136,369
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)
6.3%
14 Type of Reporting Person (See Instructions)
IN
| CUSIP No. 960878106 | Page 7 of 8 Pages |
This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by Venor Capital Master Fund Ltd., Venor Capital Management LP, Venor Capital Management GP LLC, Jeffrey A. Bersh and Michael J. Wartell with the United States Securities and Exchange Commission on October 30, 2015, as amended from time to time (as amended, the “Schedule 13D”) relating to the shares of Common Stock, par value $0.01 per share (the “Shares”) of Westmoreland Coal Company, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
Item 4. Purpose of Transaction.
On February 18, 2016, Venor Capital Master Fund delivered to the Issuer, pursuant to Section 2.6 of the Amended and Restated Bylaws of the Issuer, a notice of Venor Capital Master Fund’s intention to nominate Eugene I. Davis and Robert C. Flexon for election as directors of the Issuer at the next annual or special meeting of stockholders of the Issuer at which directors are to be elected, for terms expiring at the 2017 annual meeting of the stockholders of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 19, 2016 | Venor Capital Master Fund Ltd. |
| | |
| | By: Venor Capital Management LP, as investment manager By: Venor Capital Management GP LLC, as general partner |
| | |
| | |
| | Name: | /s/ Michael J. Wartell |
| | By: | Michael J. Wartell |
| | Title: | Managing Member |
| | | |
| | | |
| Date: February 19, 2016 | Venor Capital Management LP |
| | |
| | By: | Venor Capital Management GP LLC, as general partner |
| | | |
| | Name: | /s/ Michael J. Wartell |
| | By: | Michael J. Wartell |
| | Title: | Managing Member |
| | | |
| | | |
| Date: February 19, 2016 | Venor Capital Management GP LLC |
| | |
| | Name: | /s/ Michael J. Wartell |
| | By: | Michael J. Wartell |
| | Title: | Managing Member |
| | | |
| | | |
| Date: February 19, 2016 | /s/ Jeffrey A. Bersh |
| | Jeffrey A. Bersh |
| | | |
| | | |
| Date: February 19, 2016 | /s/ Michael J. Wartell |
| | Michael J. Wartell |
