UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Polypore International, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
73179V103
(CUSIP Number)
June 26, 2013
(Date of event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule1 3G is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] 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).
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CUSIP No. 73179V103 Page 2 of 9 Pages
1. Names of Reporting Persons:
Longview Asset Management, LLC (36-4245844)
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
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: 0**
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 0**
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0**
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [_]
11. Percent of Class Represented by Amount in Row (9): 0%**
12. Type of Reporting Person (see instructions): OO
**See Item 4
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CUSIP No. 73179V103 Page 3 of 9 Pages
1. Names of Reporting Persons.
H. Debra Levin, not individually but solely as Trustee of
the Edward Memorial Trust
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
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: 0**
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 0**
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0**
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [_]
11. Percent of Class Represented by Amount in Row (9): 0%**
12. Type of Reporting Person (see instructions): IN
**See Item 4
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CUSIP No. 73179V103 Page 4 of 9 Pages
Item 1(a). NAME OF ISSUER:
Polypore International, Inc., a Delaware corporation (the "Company")
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11430 North Community House Road, Suite 350
Charlotte, North Carolina 28277
Item 2(a). NAME OF PERSON FILING:
The persons filing this statement are Longview Asset Management, LLC
("Longview") and H. Debra Levin ("Ms. Levin") not individually but
solely as Trustee of the Edward Memorial Trust (the "Edward Memorial
Trust") (collectively, the "Reporting Persons").
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the business office of Longview is:
222 North LaSalle Street
Suite 2000
Chicago, Illinois 60601
The address of the business office of Ms. Levin is:
131 South Dearborn Street
Suite 2400
Chicago, Illinois 60603
Item 2(c). CITIZENSHIP:
Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference
for each such Reporting Person.
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share (the "Common Stock")
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CUSIP No. 73179V103 Page 5 of 9 Pages
Item 2(e). CUSIP Number: 73179V103
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b)
OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act,
(b) [_] Bank as defined in Section 3(a)(6) of the Act,
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act,
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940,
(e) [_] Investment Adviser in accordance Rule 13d-1(b)(1)(ii)(E),
(f) [_] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [_] Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G),
(h) [_] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [_] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [_] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. OWNERSHIP.
The information as of the filing date required by Item 4 is set forth
in Rows 5-11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The Reporting Persons may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Act")), in the aggregate, 0 shares of Common Stock ("Shares").
The information set forth in the cover pages hereto is hereby incorporated
by reference in its entirety herein by reference thereto.
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CUSIP No. 73179V103 Page 6 of 9 Pages
Longview's principal business is managing investment portfolios for its
clients (collectively, the "Longview Clients"). Longview has sole voting
and dispositive power over the Shares held in Longview Clients' securities
accounts and, accordingly, is deemed to be a beneficial owner for purposes
of Rule 13d-3 under the Act. Under the terms of the Amended and Restated
Limited Liability Company Agreement of Longview, dated July 1, 2003,
Edward Memorial Trust, as Managing Member of Longview, reserves the power
to manage and control the business and affairs of Longview. Each of
Ms. Levin, not individually but as Trustee of the Edward Memorial Trust,
the Edward Memorial Trust and Longview disclaims beneficial ownership of
the Shares, except to the extent of a pecuniary interest therein.
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 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. 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.
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CUSIP No. 73179V103 Page 7 of 9 Pages
Exhibits:
Exhibit 1: Joint Filing Agreement, dated as of July 10, 2013, by and
between Longview Asset Management, LLC, and H. Debra Levin, not individually
but as Trustee of the Edward Memorial Trust.
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CUSIP No. 73179V103 Page 8 of 9 Pages
SIGNATURES
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 10, 2013
LONGVIEW ASSET MANAGEMENT, LLC
By: _/s/ Aaron Rappaport________________________
Aaron Rappaport, Chief Compliance Officer
EDWARD MEMORIAL TRUST
By: _/s/ H. Debra Levin_________________________
H. Debra Levin, Trustee
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CUSIP No. 73179V103 Page 9 of 9 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on
or about the date hereof with respect to the beneficial ownership by
the undersigned of the shares of Common Stock, par value $0.01 per
share, of Polypore International, Inc. is being filed, and all amendments
thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
DATED: July 10, 2013
LONGVIEW ASSET MANAGEMENT, LLC
By: _/s/ Aaron Rappaport_________________________
Aaron Rappaport, Chief Compliance Officer
EDWARD MEMORIAL TRUST
By: _/s/ H. Debra Levin__________________________
H. Debra Levin, Trustee