0000902664-16-005806.txt : 20160216 0000902664-16-005806.hdr.sgml : 20160215 20160216121913 ACCESSION NUMBER: 0000902664-16-005806 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNEDISON, INC. CENTRAL INDEX KEY: 0000945436 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561505767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52339 FILM NUMBER: 161425301 BUSINESS ADDRESS: STREET 1: 13736 RIVERPORT DRIVE STREET 2: SUITE 180 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 BUSINESS PHONE: 6364745000 MAIL ADDRESS: STREET 1: 13736 RIVERPORT DRIVE STREET 2: SUITE 180 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 FORMER COMPANY: FORMER CONFORMED NAME: MEMC ELECTRONIC MATERIALS INC DATE OF NAME CHANGE: 19950518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC. CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 133745261 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIR TREE INC DATE OF NAME CHANGE: 19990510 SC 13G/A 1 p16-0639sc13ga.htm SUNEDISON, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

SunEdison, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

86732Y109

(CUSIP Number)
 

December 31, 2015

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
X Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 5 Pages)

 

______________________________

*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. 86732Y109SCHEDULE 13G Page 2 of 5 Pages
 

 

1

NAME OF REPORTING PERSON

Fir Tree Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

5,162,487 shares of Common Stock (as defined below) (including 3,656,509 shares of Common Stock issuable upon conversion of convertible notes)

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

5,162,487 shares of Common Stock (including 3,656,509 shares of Common Stock issuable upon conversion of convertible notes)

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,162,487 shares of Common Stock (including 3,656,509 shares of Common Stock issuable upon conversion of convertible notes)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.6%

12

TYPE OF REPORTING PERSON

IA, CO

         

 

 

CUSIP No. 86732Y109SCHEDULE 13G Page 3 of 5 Pages
 

 

 

Item 1(a). NAME OF ISSUER
  SunEdison, Inc. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  13736 Riverport Drive, Suite 180
  Maryland Heights, Missouri

 

Item 2(a). NAME OF PERSON FILING
  This Schedule 13G is being filed on behalf of Fir Tree Inc., a New York corporation (“Fir Tree”), relating to Common Stock, $0.01 par value (the “Common Stock”), issued by Issuer, purchased by certain private-pooled investment vehicles for which Fir Tree serves as the investment manager (the “Funds”).
   
  Fir Tree is the investment manager of the Funds, and has been granted investment discretion over portfolio investments, including the Common Stock held by the Funds.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the principal business office of Fir Tree is:
  Fir Tree Inc.
505 Fifth Avenue
23rd  Floor
New York, New York 10017

 

Item 2(c). CITIZENSHIP
  Fir Tree is a New York corporation.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.01 per share (the “Common Stock”)

 

Item 2(e). CUSIP NUMBER
  86732Y109

 

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) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

CUSIP No. 86732Y109SCHEDULE 13G Page 4 of 5 Pages
 

 

  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A 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)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:  _______________________________

 

Item 4. OWNERSHIP
   
  The percentage set forth in this Schedule 13G/A is calculated based on 316,721,372 shares of Common Stock outstanding as of November 2, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2015, and assumes the conversion of the reported convertible notes.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for the Reporting Person.

 

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
   
  See Item 2.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  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 I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 86732Y109SCHEDULE 13G Page 5 of 5 Pages
 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 16, 2016

 

FIR TREE INC.    
     
     
/s/ James Walker    
Name: James Walker    
Title: Managing Director