UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5) *
Penn West Petroleum Ltd.
___________________________________________________________________
(Name of Issuer)
Common Stock
___________________________________________________________________
(Title of Class of Securities)
707887105
___________________________________________________________________
(CUSIP Number)
December 31, 2014
_____________________________________________________________________________
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 provision of the Act (however, see the Notes.)
Item 1(a) Name of Issuer
Penn West Petroleum Ltd.
Item 1(b) Address of Issuer’s Principal Executive Offices
c/o Penn West Petroleum Ltd.
200, 207 – 9th Avenue S.W.
Calgary, Alberta T2P 1K3
Canada
Item 2(a) Name of Persons Filing
China Investment Corporation
Land Breeze II S.À R.L.
Item 2(b) Address of Principal Business Office or, if none, Residence
The address of China Investment Corporation is as follows:
New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China
The address of Land Breeze II S.À R.L. is as follows:
18, Avenue Marie-Thérèse, L-2132 Luxembourg
Item 2(c) Citizenship
China Investment Corporation is established under the Company Law of the People’s Republic of China.
Land Breeze II S.À R.L. is a société à responsibilité limitée incorporated and existing under the laws of Luxembourg.
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
707887105
Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4 Ownership
The number of shares of Common Stock beneficially owned by China Investment Corporation and Land Breeze II S.À R.L. is as follows:
| Reporting Person | Amount Beneficially Owned | Percent of Class |
| China Investment Corporation | 24,368,077 | 4.9% |
| Land Breeze II S.À R.L. | 23,524,209 | 4.8% |
| Reporting Person | Voting Power | Dispositive Power |
| Sole | Shared | Sole | Shared |
| China Investment Corporation | 0 | 24,368,077 | 0 | 24,368,077 |
| Land Breeze II S.À R.L. | 0 | 23,524,209 | 0 | 23,524,209 |
China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China. Land Breeze II S.À R.L. is a wholly-owned subsidiary of China Investment Corporation. All information above regarding China Investment Corporation reflects the inclusion of 23,524,209 shares of Common Stock held by Land Breeze II S.À R.L., a wholly-owned subsidiary of China Investment Corporation, and 843,868 shares of Common Stock held by two other wholly-owned subsidiaries of China Investment Corporation, all as of December 31, 2014.
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ x ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of January 13, 2015.
| | CHINA INVESTMENT CORPORATION | |
| | | | | |
| | By: | /s/ Ding Xuedong | |
| | | Name: | Ding Xuedong | |
| | | Title: | Chairman & CEO | |
| | | | | |
| | | | | |
| | LAND BREEZE II S.À R.L. | |
| | | | | |
| | By: | /s/ Cai Zhiwei | |
| | | Name: | | |
| | | Title: | | |
| | | | | |
| | | /s/ Emmanuel Reveillaud | |
| | | Name: | Emmanuel Reveillaud | |
| | | Title: | Manager B | |
Exhibit Index
