SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.1)*
CommonWealth REIT
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
203233101
(CUSIP Number)
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 1, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Capital Partners, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 1,788,501 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 1,788,501 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,788,501 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 1.5% | |
| 14. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Wavefront, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 576,331 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 576,331 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 576,331 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.5% | |
| 14. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Capital Partners Offshore Master Fund, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 2,855,906 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 2,855,906 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 2,855,906 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 2.4% | |
| 14. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Capital Partners Offshore, Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 2,855,906 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 2,855,906 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 2,855,906 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 2.4% | |
| 14. | TYPE OF REPORTING PERSON* |
| CO | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Spectrum Offshore Master Fund, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 207,388 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 207,388 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 207,388 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.2% | |
| 14. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Spectrum Offshore, Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 207,388 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 207,388 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 207,388 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.2% | |
| 14. | TYPE OF REPORTING PERSON* |
| CO | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Capital Group, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 5,577,015 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 5,577,015 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,577,015 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.7% | |
| 14. | TYPE OF REPORTING PERSON* |
| PN | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Luxor Management, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 5,577,015 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 5,577,015 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,577,015 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.7% | |
| 14. | TYPE OF REPORTING PERSON* |
| OO | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| LCG Holdings, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 5,428,126 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 5,428,126 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,428,126 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.6% | |
| 14. | TYPE OF REPORTING PERSON* |
| OO | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Christian Leone | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) x | |
(b) o | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |
| 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 |
| 5,577,015 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 5,577,015 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 5,577,015 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.7% | |
| 14. | TYPE OF REPORTING PERSON* |
| IN, HC | |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the Common Shares of beneficial interest, $0.01 par value per share (the “Common Stock”) of CommonWealth REIT (the "Issuer") beneficially owned by the Reporting Persons identified below as of May 1, 2013, and amends and supplements the Schedule 13D originally filed on March 1, 2013 (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified.
The names of the persons filing this statement on Schedule 13D are (collectively, the “Reporting Persons”):
| · | Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”); |
| · | Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”); |
| · | Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Offshore Master Fund”); |
| · | Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”); |
| · | Luxor Spectrum Offshore Master Fund, LP, a Cayman Islands limited Partnership (the “Spectrum Offshore Master Fund”); |
| · | Luxor Spectrum Offshore, Ltd., a Cayman Islands exempted company (the “Spectrum Offshore Feeder Fund”); |
| · | Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”); |
| · | Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”); |
| · | LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”); and |
| · | Christian Leone, a United States citizen (“Mr. Leone”). |
Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and the Spectrum Offshore Feeder Fund (collectively, the “Funds”) and to accounts it separately manages (the “Separately Managed Accounts”). The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder Fund. Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Offshore Master Fund. Mr. Leone is the managing member of LCG Holdings.
Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Funds and the Separately Managed Accounts. LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Offshore Master Fund.
ITEM 3.Source and Amount of Funds or Other Consideration.
A total of approximately $82,610,199 was paid to acquire the shares of Common Stock reported as beneficially owned by the Reporting Persons herein. The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Offshore Master Fund and the Separately Managed Accounts and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
ITEM 4.Purpose of Transaction.
Item 4 of this Schedule 13D is supplemented by the following:
Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”) commenced a consent solicitation to remove Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian as Trustees of the Issuer. The Reporting Persons support the removal of each of the Issuer Trustees by written consent. The Reporting Persons believe that the persistent (and now well-documented) disregard the Board of Trustees of the Issuer (the “Board”) has shown to the Issuer’s shareholders to which it owes its duty justifies their stance. In the Reporting Persons’ view, the steps the Board has taken to disenfranchise shareholders and entrench itself in response to shareholders’ exercising fundamental, contractual rights only serves to further highlight the misalignment of incentives between the Issuer’s shareholders and the RMR-dominated Board.
As of April 22, 2013, the record date for the Corvex/Related written consent solicitation, the Reporting Persons held approximately 5.6 million shares of Common Stock, representing approximately 4.7% of the Issuer’s Common Stock outstanding. The Reporting Persons voted in favor of the written consent for the removal of each of the Issuer Trustees. The Reporting Persons support Corvex/Related in their attempt to restore shareholder accountability to this Board.
ITEM 5.Interest in Securities of the Issuer.
(a)The Reporting Persons beneficially own:
(i) The Onshore Fund individually beneficially owns 1,788,501 shares of Common Stock representing 1.5% of all of the outstanding shares of Common Stock.
(ii) The Wavefront Fund individually beneficially owns 576,331 shares of Common Stock representing 0.5% of all of the outstanding shares of Common Stock.
(iii) The Offshore Master Fund individually beneficially owns 2,855,906 shares of Common Stock representing 2.4% of all of the outstanding shares of Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Offshore Master Fund.
(iv) The Spectrum Offshore Master Fund individually beneficially owns 207,388 shares of Common Stock representing 0.2% of all of the outstanding shares of Common Stock. The Spectrum Offshore Feeder Fund, as the owner of a controlling interest in the Spectrum Offshore Master Fund, may be deemed to beneficially own the shares of Common Stock held by the Spectrum Offshore Master Fund.
(v) Luxor Capital Group, as the investment manager of the Funds, may be deemed to beneficially own the 5,428,126 shares of Common Stock beneficially owned by them, and an additional 148,889 shares of Common Stock held in the Separately Managed Accounts, representing 4.7% of all of the outstanding shares of Common Stock.
(vi) Luxor Management and Mr. Leone may each be deemed to be the beneficial owners of the 5,577,015 shares of Common Stock beneficially owned by Luxor Capital Group, representing 4.7% of all of the outstanding shares of Common Stock.
(vii) LCG Holdings may be deemed to be the beneficial owner of the 5,428,126 shares of Common Stock owned by the Onshore Fund, the Spectrum Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Offshore Master Fund, representing 4.6% of all of the outstanding shares of Common Stock.
(viii) Mr. Leone may be deemed to be the beneficial owner of the 5,577,015 shares of Common Stock beneficially owned by LCG Holdings.
(ix) Collectively, the Reporting Persons beneficially own 5,577,015 shares of Common Stock representing 4.7% of all of the outstanding shares of Common Stock.
The above percentages are based on 118,304,068 shares of Common Stock outstanding as of March 5, 2013, based upon the Issuer’s 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2013, and the Form 8-K filed with the SEC on March 5, 2013.
| (b) | (The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,788,501 shares of Common Stock individually beneficially owned by the Onshore Fund. |
The Wavefront Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the 576,331 shares of Common Stock individually beneficially owned by the Wavefront Fund.
The Offshore Master Fund, the Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the 2,855,906 shares of Common Stock individually beneficially owned by the Offshore Master Fund.
The Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the 207,388 shares of Common Stock individually beneficially owned by the Spectrum Offshore Master Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the 148,889 shares of Common Stock held in the Separately Managed Accounts.
(c)The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.
(d)Not applicable.
(e)The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on March 27, 2013.
| ITEM 7. | Material to be Filed as Exhibits. |
Exhibit A – Directors and Executive Officers of the Offshore Feeder Fund and Spectrum Offshore Feeder Fund (previously filed)
Exhibit B - Joint Filing Agreement (previously filed)
Exhibit C – Power of Attorney
Exhibit D – Luxor Press Release dated February 26, 2013 (previously filed)
Exhibit E – Luxor Press Release dated March 1, 2013 (previously filed)
Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.
Dated: May 1, 2013
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR WAVEFRONT, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR SPECTRUM OFFSHORE, LTD.
By: Luxor Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LCG HOLDINGS, LLC
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
LUXOR MANAGEMENT, LLC
By: /s/ Norris Nissim
Norris Nissim,
General Counsel
/s/ Adam Miller
Adam Miller, as Agent
For Christian Leone
EXHIBIT C
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena Cimador as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2006.
/s/ Christian Leone
Christian Leone
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OF NEW YORK)
: ss.:
COUNTY OF NEW YORK)
On January 20, 2006, before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Michael J. Sadler
Notary Public
[Notary Stamp and Seal]
SCHEDULE 1
Transactions of the Reporting Persons Effected
During the Past 60 Days
None of the Reporting Persons effected any transactions in securities of the Issuer during the past sixty (60) days:
| Fund | Date | Amount of Shs. Bought or (Sold) | Price ($) per Share |
| Luxor Capital Partners LP | 3/25/2013 | (74,243) | 22.6855 |
| Separately Managed Accounts | 3/25/2013 | (6,005) | 22.6855 |
| Luxor Capital Partners Offshore Master Fund LP | 3/25/2013 | (57,278) | 22.6855 |
| Luxor Spectrum Offshore Master Fund LP | 3/25/2013 | (9,985) | 22.6855 |
| Luxor Wavefront LP | 3/25/2013 | (23,733) | 22.6855 |
| Luxor Capital Partners LP | 3/25/2013 | (53,972) | 22.6705 |
| Separately Managed Accounts | 3/25/2013 | (4,364) | 22.6705 |
| Luxor Capital Partners Offshore Master Fund LP | 3/25/2013 | (41,640) | 22.6705 |
| Luxor Spectrum Offshore Master Fund LP | 3/25/2013 | (7,258) | 22.6705 |
| Luxor Wavefront LP | 3/25/2013 | (17,252) | 22.6705 |
| Luxor Capital Partners LP | 3/26/2013 | (65,833) | 22.6815 |
| Separately Managed Accounts | 3/26/2013 | (5,469) | 22.6815 |
| Luxor Capital Partners Offshore Master Fund LP | 3/26/2013 | (104,630) | 22.6815 |
| Luxor Spectrum Offshore Master Fund LP | 3/26/2013 | (7,580) | 22.6815 |
| Luxor Wavefront LP | 3/26/2013 | (21,157) | 22.6815 |
| Luxor Capital Partners LP | 3/26/2013 | (64,195) | 22.5734 |
| Separately Managed Accounts | 3/26/2013 | (5,331) | 22.5734 |
| Luxor Capital Partners Offshore Master Fund LP | 3/26/2013 | (102,026) | 22.5734 |
| Luxor Spectrum Offshore Master Fund LP | 3/26/2013 | (7,391) | 22.5734 |
| Luxor Wavefront LP | 3/26/2013 | (20,632) | 22.5734 |
| Luxor Capital Partners LP | 3/27/2013 | (77,494) | 22.2213 |
| Separately Managed Accounts | 3/27/2013 | (6,451) | 22.2213 |
| Luxor Capital Partners Offshore Master Fund LP | 3/27/2013 | (123,745) | 22.2213 |
| Luxor Spectrum Offshore Master Fund LP | 3/27/2013 | (8,986) | 22.2213 |
| Luxor Wavefront LP | 3/27/2013 | (24,971) | 22.2213 |
| Luxor Capital Partners LP | 3/27/2013 | (129) | 22.2363 |
| Separately Managed Accounts | 3/27/2013 | (10) | 22.2363 |
| Luxor Capital Partners Offshore Master Fund LP | 3/27/2013 | (206) | 22.2363 |
| Luxor Spectrum Offshore Master Fund LP | 3/27/2013 | (14) | 22.2363 |
| Luxor Wavefront LP | 3/27/2013 | (41) | 22.2363 |
| Luxor Capital Partners LP | 3/27/2013 | (8,982) | 22.2182 |
| Separately Managed Accounts | 3/27/2013 | (748) | 22.2182 |
| Luxor Capital Partners Offshore Master Fund LP | 3/27/2013 | (14,340) | 22.2182 |
| Luxor Spectrum Offshore Master Fund LP | 3/27/2013 | (1,041) | 22.2182 |
| Luxor Wavefront LP | 3/27/2013 | (2,894) | 22.2182 |
| Luxor Capital Partners LP | 3/27/2013 | (41,689) | 22.1496 |
| Separately Managed Accounts | 3/27/2013 | (3,472) | 22.1496 |
| Luxor Capital Partners Offshore Master Fund LP | 3/27/2013 | (66,570) | 22.1496 |
| Luxor Spectrum Offshore Master Fund LP | 3/27/2013 | (4,835) | 22.1496 |
| Luxor Wavefront LP | 3/27/2013 | (13,434) | 22.1496 |
| Luxor Capital Partners LP | 3/27/2013 | (16,017) | 22.2148 |
| Separately Managed Accounts | 3/27/2013 | (1,333) | 22.2148 |
| Luxor Capital Partners Offshore Master Fund LP | 3/27/2013 | (25,577) | 22.2148 |
| Luxor Spectrum Offshore Master Fund LP | 3/27/2013 | (1,858) | 22.2148 |
| Luxor Wavefront LP | 3/27/2013 | (5,163) | 22.2148 |
| Luxor Capital Partners LP | 5/1/2013 | 3,278 | 22.3001 |
| Separately Managed Accounts | 5/1/2013 | 233 | 22.3001 |
| Luxor Capital Partners Offshore Master Fund LP | 5/1/2013 | 5,065 | 22.3001 |
| Luxor Spectrum Offshore Master Fund LP | 5/1/2013 | 385 | 22.3001 |
| Luxor Wavefront LP | 5/1/2013 | 1,039 | 22.3001 |
| Luxor Capital Partners LP | 5/1/2013 | (3,278) | 22.0604 |
| Separately Managed Accounts | 5/1/2013 | (233) | 22.0604 |
| Luxor Capital Partners Offshore Master Fund LP | 5/1/2013 | (5,065) | 22.0604 |
| Luxor Spectrum Offshore Master Fund LP | 5/1/2013 | (385) | 22.0604 |
| Luxor Wavefront LP | 5/1/2013 | (1,039) | 22.0604 |
The above transactions were effected in the open market.