UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
LEXMARK INTERNATIONAL, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
529771107
(CUSIP Number)
Paul Friedman
BlueMountain Capital Management, LLC
280 Park Avenue, 5th Floor East
New York, New York 10017
212-905-3990
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 14, 2014
(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 ss. 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 ss. 240.13d-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 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).
Schedule 13D
| CUSIP No. 529771107 | Page 2 of 32 |
| (1) | Name of reporting persons.
BlueMountain Capital Management, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,989,403 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,989,403 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,989,403 | |||||
| (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)
4.8%(1) | |||||
| (14) | Type of reporting person (see instructions)
IA | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 3 of 32 |
| (1) | Name of reporting persons.
BlueMountain GP Holdings, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,536,188 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,536,188 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,536,188 | |||||
| (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)
4.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 4 of 32 |
| (1) | Name of reporting persons.
Blue Mountain Credit Alternatives Master Fund L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
1,204,203 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,204,203 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
1,204,203 | |||||
| (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)
1.9%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 5 of 32 |
| (1) | Name of reporting persons.
Blue Mountain CA Master Fund GP, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
1,204,203 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,204,203 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
1,204,203 | |||||
| (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)
1.9%(1) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 6 of 32 |
| (1) | Name of reporting persons.
BlueMountain Long/Short Credit Master Fund L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
315,376 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
315,376 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
315,376 | |||||
| (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)
0.5%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 7 of 32 |
| (1) | Name of reporting persons.
BlueMountain Long/Short Credit GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
315,376 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
315,376 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
315,376 | |||||
| (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)
0.5%(1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 8 of 32 |
| (1) | Name of reporting persons.
BlueMountain Distressed Master Fund L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
70,272 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
70,272 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
70,272 | |||||
| (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)
0.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 9 of 32 |
| (1) | Name of reporting persons.
BlueMountain Distressed GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
70,272 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
70,272 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
70,272 | |||||
| (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)
0.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 10 of 32 |
| (1) | Name of reporting persons.
BlueMountain Strategic Credit Master Fund L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
149,533 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
149,533 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
149,533 | |||||
| (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)
0.2%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 11 of 32 |
| (1) | Name of reporting persons.
BlueMountain Strategic Credit GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
149,533 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
149,533 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
149,533 | |||||
| (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)
0.2%(1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 12 of 32 |
| (1) | Name of reporting persons.
BlueMountain Timberline Ltd. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
74,986 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
74,986 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
74,986 | |||||
| (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)
0.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 13 of 32 |
| (1) | Name of reporting persons.
BlueMountain Credit Opportunities Master Fund I L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
748,116 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
748,116 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
748,116 | |||||
| (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)
1.2%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 14 of 32 |
| (1) | Name of reporting persons.
BlueMountain Credit Opportunities GP I, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
748,116 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
748,116 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
748,116 | |||||
| (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)
1.2%(1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 15 of 32 |
| (1) | Name of reporting persons.
BlueMountain Kicking Horse Fund L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (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
48,688 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
48,688 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
48,688 | |||||
| (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)
0.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 16 of 32 |
| (1) | Name of reporting persons.
BlueMountain Kicking Horse Fund GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
48,688 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
48,688 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
48,688 | |||||
| (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)
0.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 17 of 32 |
| (1) | Name of reporting persons.
AAI BlueMountain Fund PLC* | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Ireland | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
40,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
40,000 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
40,000 | |||||
| (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)
0.1%(1) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
| * | The shares of Common Stock are owned by BlueMountain Long/Short Credit and Distressed Reflection Fund, a sub-fund of AAI BlueMountain Fund PLC. |
Schedule 13D
| CUSIP No. 529771107 | Page 18 of 32 |
| (1) | Name of reporting persons.
BlueMountain Montenvers Master Fund SCA SICAV-SIF | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Luxembourg | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
338,229 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
338,229 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
338,229 | |||||
| (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)
0.5%(1) | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 19 of 32 |
| (1) | Name of reporting persons.
BlueMountain Montenvers GP S.à r.l. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Luxembourg | |||||
Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
338,229 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
338,229 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
338,229 | |||||
| (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)
0.5%(1) | |||||
| (14) | Type of reporting person (see instructions)
CO | |||||
| (1) | All percentages set forth in this Schedule 13D are based upon the Issuer’s 62,099,191 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. |
Schedule 13D
| CUSIP No. 529771107 | Page 20 of 32 |
| ITEM 1. | Security of the Issuer. |
This Amendment No. 10 (this “Amendment No. 10”) amends the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2013, as amended by Amendment No. 1 to the Schedule 13D filed on June 5, 2013, Amendment No. 2 to the Schedule 13D filed on June 13, 2013, Amendment No. 3 to the Schedule 13D filed on June 14, 2013, Amendment No. 4 to the Schedule 13D filed on July 30, 2013, Amendment No. 5 to the Schedule 13D filed on December 5, 2013, Amendment No. 6 to the Schedule 13D filed on December 9, 2013, Amendment No. 7 to the Schedule 13D filed on December 16, 2013, Amendment No. 8 to the Schedule 13D filed on January 2, 2014 and Amendment No. 9 to the Schedule 13D filed on January 10, 2014, relating to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Lexmark International, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky 40550. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used and not defined in this Amendment No. 10 have the meaning set forth in the Schedule 13D. This Amendment No. 10 is being filed to amend Item 4, Item 5 and Item 7 of the Schedule 13D as set forth below. This Amendment No. 10 constitutes the final amendment to the Schedule 13D and an exit filing for the Reporting Persons, whose beneficial ownership has dropped below the 5% Schedule 13D reporting threshold.
| ITEM 4. | Purpose of the Transaction. |
Item 4 of the Schedule 13D is hereby amended by deleting the reference to “3,184,767” in the first sentence thereof and replacing it with “2,989,403.”
| ITEM 5. | Interest in Securities of the Issuer. |
Paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
(a) and (b) The 2,989,403 shares of Common Stock beneficially owned, in the aggregate, by the BlueMountain Funds as of January 14, 2014, represent approximately 4.8% of the issued and outstanding shares of Common Stock of the Issuer, with such percentage calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. A further detailed breakdown of the Reporting Persons’ beneficial ownership of Common Stock is as follows:
| A. | Investment Manager |
| (a) | Amount beneficially owned: 2,989,403 |
Percent of class: 4.8%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 2,989,403. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 2,989,403. |
Schedule 13D
| CUSIP No. 529771107 | Page 21 of 32 |
| B. | Ultimate General Partner |
| (a) | Amount beneficially owned: 2,536,188 |
Percent of class: 4.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 2,536,188. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 2,536,188. |
| C. | Credit Alternatives |
| (a) | Amount beneficially owned: 1,204,203 |
Percent of class: 1.9%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 1,204,203. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 1,204,203. |
| D. | BMCA GP |
| (a) | Amount beneficially owned: 1,204,203 |
Percent of class: 1.9%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 1,204,203. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 1,204,203. |
Schedule 13D
| CUSIP No. 529771107 | Page 22 of 32 |
| E. | Long/Short Credit |
| (a) | Amount beneficially owned: 315,376 |
Percent of class: 0.5%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 315,376. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 315,376. |
| F. | Long/Short Credit GP |
| (a) | Amount beneficially owned: 315,376 |
Percent of class: 0.5%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 315,376. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 315,376. |
| G. | Distressed |
| (a) | Amount beneficially owned: 70,272 |
Percent of class: 0.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 70,272. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 70,272. |
Schedule 13D
| CUSIP No. 529771107 | Page 23 of 32 |
| H. | Distressed GP |
| (a) | Amount beneficially owned: 70,272 |
Percent of class: 0.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 70,272. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 70,272. |
| I. | Strategic Credit |
| (a) | Amount beneficially owned: 149,533 |
Percent of class: 0.2%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 149,533. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 149,533. |
| J. | Strategic Credit GP |
| (a) | Amount beneficially owned: 149,533 |
Percent of class: 0.2%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 149,533. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 149,533. |
Schedule 13D
| CUSIP No. 529771107 | Page 24 of 32 |
| K. | Timberline |
| (a) | Amount beneficially owned: 74,986 |
Percent of class: 0.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 74,986. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 74,986. |
| L. | COF |
| (a) | Amount beneficially owned: 748,116 |
Percent of class: 1.2%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 748,116. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 748,116. |
| M. | COF GP |
| (a) | Amount beneficially owned: 748,116 |
Percent of class: 1.2%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 748,116. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 748,116. |
Schedule 13D
| CUSIP No. 529771107 | Page 25 of 32 |
| N. | Kicking Horse |
| (a) | Amount beneficially owned: 48,688 |
Percent of class: 0.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 48,688. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 48,688. |
| O. | Kicking Horse GP |
| (a) | Amount beneficially owned: 48,688 |
Percent of class: 0.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 48,688. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 48,688. |
| P. | AAI |
| (a) | Amount beneficially owned: 40,000 |
Percent of class: 0.1%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 40,000. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 40,000. |
| Q. | Montenvers |
| (a) | Amount beneficially owned: 338,229 |
Percent of class: 0.5%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 338,229. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 338,229. |
Schedule 13D
| CUSIP No. 529771107 | Page 26 of 32 |
| R. | Montenvers GP |
| (a) | Amount beneficially owned: 338,229 |
Percent of class: 0.5%
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote -0-. |
| (ii) | Shared power to vote or to direct the vote 338,229. |
| (iii) | Sole power to dispose or to direct the disposition of -0-. |
| (iv) | Shared power to dispose or to direct the disposition of 338,229. |
The Investment Manager, each General Partner and the Ultimate General Partner, each expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.
(c) The following transactions in the Common Stock were effected by the Reporting Persons in the open market since the most recent filing of the Schedule 13D:
TradeDt | InsType | Fund | Ticker | Ccy | Number | ExecPrc | EqyType | Cpty | ||||||||||||
| 1/14/2014 | Eqy | Strategic Credit | LXK | USD | (382 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | COF | LXK | USD | (1,914 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Montenvers | LXK | USD | (874 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Kicking Horse | LXK | USD | (121 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | AAI | LXK | USD | (104 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Long/Short Credit | LXK | USD | (767 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Timberline | LXK | USD | (191 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Credit Alternatives | LXK | USD | (3,127 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Distressed | LXK | USD | (178 | ) | 35.78157 | Stock | SABENY | |||||||||||
| 1/14/2014 | Eqy | Strategic Credit | LXK | USD | (5,751 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | COF | LXK | USD | (28,782 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | Montenvers | LXK | USD | (13,214 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | Kicking Horse | LXK | USD | (1,807 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | AAI | LXK | USD | (1,563 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | Long/Short Credit | LXK | USD | (11,555 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | Timberline | LXK | USD | (2,881 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | Credit Alternatives | LXK | USD | (47,032 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/14/2014 | Eqy | Distressed | LXK | USD | (2,681 | ) | 35.806 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Strategic Credit | LXK | USD | (2,067 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | COF | LXK | USD | (10,345 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Montenvers | LXK | USD | (4,752 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Kicking Horse | LXK | USD | (653 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | AAI | LXK | USD | (560 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Long/Short Credit | LXK | USD | (4,156 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Timberline | LXK | USD | (1,036 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Credit Alternatives | LXK | USD | (16,901 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/13/2014 | Eqy | Distressed | LXK | USD | (965 | ) | 35.74271 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Strategic Credit | LXK | USD | (1,549 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | COF | LXK | USD | (7,751 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Montenvers | LXK | USD | (3,533 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Kicking Horse | LXK | USD | (488 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | AAI | LXK | USD | (420 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Long/Short Credit | LXK | USD | (3,102 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Timberline | LXK | USD | (776 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Credit Alternatives | LXK | USD | (12,664 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
| 1/10/2014 | Eqy | Distressed | LXK | USD | (722 | ) | 35.96342 | Stock | MSCSNY | |||||||||||
(e) The Reporting Persons ceased to beneficially own 5% or more of the Common Stock on January 14, 2014. Accordingly, this Amendment No. 10 constitutes an exit filing for the Reporting Persons.
| ITEM 7. | Material to be Filed as Exhibits. |
The following shall be added to the end of Item 7.
11. Joint Filing Agreement dated January 15, 2014, attached as Exhibit 11 hereto.
Schedule 13D
| CUSIP No. 529771107 | Page 27 of 32 |
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: January 15, 2014
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
| By: | /s/ PAUL FRIEDMAN | |
| Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By: | /s/ ANDREW FELDSTEIN | |
Andrew Feldstein, Director | ||
BLUE MOUNTAIN CA MASTER FUND GP, LTD.
By: | /s/ ANDREW FELDSTEIN | |
Andrew Feldstein, Director | ||
BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN DISTRESSED MASTER FUND L.P.
BY: BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
Schedule 13D
| CUSIP No. 529771107 | Page 28 of 32 |
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN TIMBERLINE LTD.
By: | /s/ ANDREW FELDSTEIN | |
Andrew Feldstein, Director | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN KICKING HORSE FUND L.P.
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
BLUEMOUNTAIN LONG/SHORT CREDIT AND DISTRESSED REFLECTION FUND,
A SUB-FUND OF AAI BLUEMOUNTAIN FUND PLC
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Chief Compliance Officer | ||
Schedule 13D
| CUSIP No. 529771107 | Page 29 of 32 |
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Authorized Person | ||
BLUEMOUNTAIN MONTENVERS GP S.à r.l.
By: | /s/ PAUL FRIEDMAN | |
Paul Friedman, Authorized Person | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement;provided,however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
