overseas13ga-021715.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(RULE 13d - 102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
 
(Amendment No. 2)*
 
Overseas Shipholding Group, Inc.
(Name of Issuer)
 
Class A Common Shares, par value $.01 per share
(Title of Class of Securities)
 
69036R103
(CUSIP Number)
 
December 31, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 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 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).
 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
14,053,886
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
14,053,886
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
14,053,886
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.5%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Wavefront, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
2,853,602
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,853,602
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,853,602
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
14,409,833
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
14,409,833
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
14,409,833
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.5%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore, Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
14,409,833
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
14,409,833
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
14,409,833
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.5%
   
12.
TYPE OF REPORTING PERSON
   
 
CO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Spectrum Offshore Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
889,567
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
889,567
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
889,567
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Spectrum Offshore, Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
889,567
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
889,567
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
889,567
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
CO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
LCG Holdings, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
32,206,888
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
32,206,888
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
32,206,888
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
10.0%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Group, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
33,120,444
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
33,120,444
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
33,120,444
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
10.2%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
33,120,444
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
33,120,444
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
33,120,444
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
10.2%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Christian Leone
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
33,120,444
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
33,120,444
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
33,120,444
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
10.2%
   
12.
TYPE OF REPORTING PERSON
   
 
IN

 
 
 


 
Item 1(a).
Name of Issuer:
 
Overseas Shipholding Group, Inc.  (“Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
1301 Avenue of the Americas
 
New York, New York 10019
 
Item 2(a).
Name of Persons Filing:
 
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
 
 
Ÿ
Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”);
 
 
Ÿ
Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”);
 
 
Ÿ
Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”);
 
 
Ÿ
Luxor Spectrum Offshore, Ltd., a Cayman Islands exempted company (the “Spectrum Feeder Fund”);
 
 
Ÿ
Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Offshore Master Fund”);
 
 
Ÿ
Luxor Spectrum Offshore Master Fund, LP, a Cayman Islands limited Partnership (the “Spectrum Master Fund”);
 
 
Ÿ
LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);
 
 
Ÿ
Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”);
 
 
Ÿ
Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”);  and
 
 
Ÿ
Christian Leone, a United States citizen (“Mr. Leone”).
  
The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Master Fund is a subsidiary of the Spectrum Feeder Fund.  LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund.  Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Spectrum Feeder Fund and the Spectrum Master Fund (collectively, the “Funds”) and to an account it separately manages (the “Separately Managed Account”).  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of Luxor Management.  Mr. Leone is the managing member of LCG Holdings.
 
By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the Common Shares (as defined below) owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the Common Shares beneficially owned by the Funds and the Separately Managed Account.
 
 
 
 
 
 
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, New York 10036.
 
The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Master Fund and the Spectrum Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
 
Item 2(c).
Citizenship:
 
Mr. Leone is a citizen of the United States.
 
Each of Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.
 
Each of the Onshore Fund, the Wavefront Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.
 
Each of the Offshore Feeder Fund and the Spectrum Feeder Fund is a company formed under the laws of the Cayman Islands.
 
Each of the Offshore Master Fund and the Spectrum Master Fund is a limited partnership formed under the laws of the Cayman Islands.
 
Item 2(d).
Title of Class of Securities:
 
Class A Common Shares, par value $.01 per share (the “Common Shares”)
 
Item 2(e).
CUSIP Number:
 
69036R103
 
Item 3.
If This Statement is Filed Pursuant to Rule 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 Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with 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;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 
 
 
 
Item 4.                      Ownership.
 
(a)                     Amount beneficially owned:
 
                         As of the close of business on December 31, 2014,
 
(i)  
The Onshore Fund directly owned 14,053,886 Common Shares;
 
(ii)  
The Wavefront Fund beneficially owned 2,853,602 Common Shares, including 1,965,114 Common Shares underlying currently exercisable Warrants1;
 
(iii)  
The Offshore Master Fund beneficially owned 14,409,833 Common Shares, including 10,133,319 Common Shares underlying currently exercisable Warrants.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Common Shares owned beneficially by the Offshore Master Fund;
 
(iv)  
The Spectrum Master Fund beneficially owned 889,567 Common Shares, including 570,357 Common Shares underlying currently exercisable Warrants. The Spectrum Feeder Fund, as the owner of a controlling interest in the Spectrum Master Fund, may be deemed to have beneficially owned the Common Shares owned beneficially by the Spectrum Master Fund.
 
(v)  
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund may be deemed to have beneficially owned the 32,206,888 Common Shares, including 12,668,790 Common Shares underlying currently exercisable Warrants, owned beneficially by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund;
 
(vi)  
Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 32,206,888 Common Shares, including 12,668,790 Common Shares underlying currently exercisable Warrants, beneficially owned by the Funds and an additional 913,556 Common Shares, including 573,895 Common Shares underlying currently exercisable Warrants, held in the Separately Managed Account;
 
(vii)  
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 33,120,444 Common Shares, including 13,242,685 Common Shares underlying currently exercisable Warrants, beneficially owned by Luxor Capital Group; and
 
(viii)  
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 33,120,444 Common Shares, including 13,242,685 Common Shares underlying currently exercisable Warrants, beneficially owned by Luxor Management.
 
(b)
Percent of Class:
 
The aggregate percentage of Common Shares reported owned by each person named herein is based upon 310,744,763 Common Shares outstanding as of October 30, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014. As of the close of business on December 31, 2014,
 
(i)  
The Onshore Fund beneficially owned approximately 4.5% of the outstanding Common Shares;
 
(ii)  
The Wavefront Fund beneficially owned less than 1% of the outstanding Common Shares;
 
(iii)  
The Offshore Master Fund directly owned approximately 4.5% of the outstanding Common Shares and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 4.5% of the outstanding Common Shares;
 
(iv)  
The Spectrum Master Fund directly owned less than 1% of the outstanding Common Shares and the Spectrum Feeder Fund may be deemed to have beneficially owned less than 1% of the outstanding Common Shares;
 

1 The Warrants may be exercised only with the Issuer’s consent and subject to certain restrictions set forth in the Issuer’s organizational documents.
 
 
 
 
 
 
 
(v)  
LCG Holdings may be deemed to have beneficially owned approximately 10.0% of the outstanding Common Shares; and
 
(vi)  
Each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 10.2% of the outstanding Common Shares.
 
(c)
Number of shares as to which such person has:
 
(i)           Sole power to vote or to direct the vote of Common Stock:
 
See Cover Pages Items 5-9.
 
(ii)           Shared power to vote or to direct the vote of Common Stock:
 
See Cover Pages Items 5-9.
 
(iii)           Sole power to dispose or to direct the disposition of Common Stock:
 
See Cover Pages Items 5-9.
 
(iv)           Shared power to dispose or to direct the disposition of Common Stock:
 
See Cover Pages Items 5-9.
 
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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
 
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 A of Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on August 12, 2014.
 
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 his or 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.
 

 
 
 


 
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:
February 17, 2015
 
LUXOR CAPITAL PARTNERS, LP
  
   
By:
LCG Holdings, LLC
  
 
General Partner
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LUXOR WAVEFRONT, LP
  
   
By:
LCG Holdings, LLC
  
 
General Partner
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
  
   
By:
LCG Holdings, LLC
  
 
General Partner
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
  
   
By:
Luxor Capital Group, LP,
  
 
as Investment Manager
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
  
   
By:
LCG Holdings, LLC
  
 
General Partner
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
 
 
 
 
 
 
 
 
  
LUXOR SPECTRUM OFFSHORE, LTD.
  
   
By:
Luxor Capital Group, LP,
  
 
as Investment Manager
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LUXOR CAPITAL GROUP, LP
  
   
By:
Luxor Management, LLC
  
 
General Partner
  
     
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LCG HOLDINGS, LLC
  
   
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
LUXOR MANAGEMENT, LLC
  
   
By:
/s/ Norris Nissim
  
 
Name:
Norris Nissim
  
 
Title:
General Counsel
  
       
/s/ Norris Nissim
  
NORRIS NISSIM, as Agent for Christian Leone