Avenue Strategic Opportunities Fund Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Avenue Capital Management II, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2019

3. Issuer Name and Ticker or Trading Symbol
PACIFIC DRILLING S.A. [ PACD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	19,259,574	I	SEE FOOTNOTE(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Avenue Capital Management II, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Capital Management II GenPar, LLC

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Energy Opportunities Fund II, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AVENUE PPF OPPORTUNITIES FUND, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Energy Opportunities Fund, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Special Opportunities Fund II, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Strategic Opportunities Fund, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Europe International Management, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Europe Special Situations Fund III (US), L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avenue Europe Special Situations Fund III (Euro), L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. Collectively, the securities (the "Common Shares") reported in this Form 3 are held directly by: (i) Avenue Energy Opportunities Fund, L.P., Avenue Energy Opportunities Fund II, L.P., Avenue PPF Opportunities Fund, L.P., Avenue Special Opportunities Fund II, L.P. and Avenue Strategic Opportunities Fund, L.P. (the "US Funds") and (ii) Avenue ASRS Europe Opportunities Fund, L.P., Avenue Europe Opportunities Master Fund, L.P., Avenue Europe Special Situations Fund III (Euro), L.P., and Avenue Europe Special Situations Fund III (U.S.), L.P. (the "Euro Funds") and together with the US Funds, the "Funds").

2. Avenue Capital Management II, L.P. is the investment manager of the US Funds and may be deemed to have voting and dispositive power over the 13,973,624 Common Shares owned by such entities. Avenue Europe International Management, L.P. is the investment manager of the Euro Funds and may be deemed to have voting and dispositive power over the 5,285,950 Common Shares owned by such entities.

3. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC. Mr. Lasry may be deemed to be the indirect beneficial owner of the securities reported by the Funds by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Exchange Act) is a fractional interest in such amount.

	AVENUE CAPITAL MANAGEMENT II, L.P. By: Avenue Capital Management II GenPar, LLC, its General Partner By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE CAPITAL MANAGEMENT II GENPAR, LLC By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE ENERGY OPPORTUNITIES FUND II, L.P. By: Avenue Energy Opportunities Partners II, LLC, its General Partner By: GL Energy Opportunities Partners II, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE PPF OPPORTUNITIES FUND, L.P. By: Avenue PPF Opportunities Fund GenPar, LLC, its General Partner By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE ENERGY OPPORTUNITIES FUND, L.P. By: Avenue Energy Opportunities Partners, LLC, its General Partner By: GL Energy Opportunities Partners, LLC, its Managing Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE SPECIAL OPPORTUNTIES FUND II, L.P. By: Avenue SO Capital Partners II, LLC, its General Partner By: GL SO Partners II, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE STRATEGIC OPPORTUNITIES FUND, L.P. By: Avenue Strategic Opportunities Fund GenPar, LLC, its General Partner By: GL Strategic Opportunities Partners, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P. By: Avenue Europe International Management GenPar, LLC By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE EUROPE SPECIAL SITUATIONS FUND III (U.S.), L.P. By: Avenue Europe Capital Partners III, LLC, its General Partner By: GL Europe Partners III, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	AVENUE EUROPE SPECIAL SITUATIONS FUND III (EURO), L.P. By: Avenue Europe Capital Partners III, LLC, its General Partner By: GL Europe Partners III, LLC, its Sole Member By: /s/ Andrew K. Schinder, Attorney-in-Fact for Marc Lasry, Managing Member	01/02/2020
	** Signature of Reporting Person	Date
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