UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
U.S. SILICA HOLDINGS, INC. |
(Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 PER SHARE |
(Title of Class of Securities) |
90346E103 |
(CUSIP Number) |
JULY 15, 2019 |
(Date of 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)
þ 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 provisions of the Act (however, see the notes).
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 2 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS ICS Opportunities II LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 3,710 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 3,710 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 3 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Millennium International Management LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,710 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,710 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 4 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,710 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,710 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 5 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,710 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,710 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 6 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,710 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,710 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,710 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 7 | of | 13 |
| Item 1. | ||
| (a) | Name of Issuer: | |
| U.S. Silica Holdings, Inc., a Delaware corporation (the "Issuer"). | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
24275 Katy Freeway, Suite 600 | ||
Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: | |
| (c) | Citizenship: | |
| ICS Opportunities II LLC c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | ||
| Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | ||
| (d) | Title of Class of Securities: | |
| common stock, par value $0.01 per share ("Common Stock") | ||
| (e) | CUSIP Number: | |
| 90346E103 |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 8 | of | 13 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 9 | of | 13 |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on July 15, 2019, the reporting persons and affiliates of the reporting persons beneficially owned an aggregate of 4,412,961 shares of the Issuer’s Common Stock (consisting of 3,912,961 shares of the Issuer’s Common Stock and listed options to purchase 500,000 shares of the Issuer’s Common Stock) or 6.0% of the Issuer’s Common Stock outstanding.
Thereafter, as of the close of business on July 24, 2019, ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 3,710 shares of the Issuer’s Common Stock or 0.0% of the Issuer’s Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities II and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the 100% shareholder of ICS Opportunities II and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II.
Israel A. Englander, a United States citizen ("Mr. Englander"), controls the managing member of Millennium Group Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by ICS Opportunities II.
(b) Percent of Class:
As of the close of business on July 24, 2019, ICS Opportunities II, Millennium International Management, Millennium Management, Millennium Group Management and Mr. Englander beneficially owned or may be deemed to have beneficially owned, as the case may be, 3,710 shares of the Issuer’s Common Stock or 0.0% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 73,553,442 shares of the Issuer’s Common Stock outstanding as of April 26, 2019, as per the Issuer’s Form 10-Q dated May 1, 2019.
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 10 | of | 13 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
3,710 See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
3,710 See Item 4(b))
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 five percent of the class of securities, check the followingþ.
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
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 11 | of | 13 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of July 24, 2019, by and among ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| CUSIP No. | 90346E103 | SCHEDULE 13G | Page | 12 | of | 13 | ||||
SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: July 24, 2019
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
Israel A. Englander
