| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D/A | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2) | |
|
QEP Resources, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
74733V100 | |
| (CUSIP Number) | |
|
Marc Weingarten, Esq. Eleazer Klein, Esq. | |
| 919 Third Avenue | |
| New York, New York 10022 | |
|
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
January 9, 2014 | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
--------------------------
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 ("Act") or otherwise subject to theliabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74733V100 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 16,985,857 | ||
| 8 |
SHARED VOTING POWER 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 16,985,857 | |||
| 10 |
SHARED DISPOSITIVE POWER 0 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,985,857 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 9.5% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 74733V100 | SCHEDULE 13D/A | Page 3 of 5 Pages |
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on November 13, 2013 ("Amendment No. 1", and the Original Schedule 13D, Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”) with respect to the shares ("Shares") of common stock, par value $0.01 per share, of QEP Resources, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, 5, 6 and 7 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 16,985,857 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $498.3 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Person has had and will continue to have discussions with the Issuer’s board and management regarding ways to maximize shareholder value, including the manner of separating QEPFS from QEP and the use of any resulting proceeds, board and management composition, capital allocation policy, incentive compensation structure, strategy, and future plans. The Reporting Person may also take further steps including engaging in further discussions with shareholders and other interested parties regarding such matters and proposing or nominating director candidates to the Issuer’s board of directors, as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 179,281,102 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 5, 2013.
At the close of business on January 13, 2014, the Reporting Person may be deemed to beneficially own 16,985,857 Shares, constituting approximately 9.5% of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over 16,985,857 Shares, which powers are exercised by the Principal.
| CUSIP No. 74733V100 | SCHEDULE 13D/A | Page 4 of 5 Pages |
(c) Information concerning transactions in the Shares effected by the Reporting Person since Amendment No. 1 is set forth in Exhibit A hereto and is incorporated herein by reference.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Schedule 13D is hereby amended and restated as follows:
None.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit A: | Transactions in the Shares effected Since Amendment No. 1. |
| CUSIP No. 74733V100 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 13, 2014
| JANA PARTNERS LLC | ||
| By: | /s/ Jennifer Fanjiang | |
| Name: | Jennifer Fanjiang | |
| Title: | General Counsel | |
EXHIBIT A
Transactions in the Issuer Since Amendment No. 1
The following table sets forth all transactions in the Shares effected since Amendment No. 1 by the Reporting Person. All such transactions relate to the exercise of options and the price per share is net of commissions.
| Trade Date | Shared Purchased (Sold) | Price Per Share ($) |
| 11/22/2013* | 1,984,700 | 24.00 |
| 12/20/2013 | 150,000 | 30.08 |
| 12/20/2013 | 50,000 | 30.29 |
| 12/26/2013 | 7,839 | 30.29 |
| 12/26/2013 | (144,548) | 30.39 |
| 12/30/2013 | 60,709 | 30.60 |
| 12/31/2013 | 100,000 | 30.64 |
| 1/2/2014 | 19,815 | 30.14 |
| 1/2/2014 | 9,030** | 30.17 |
| 1/2/2014 | (9,030)** | 30.15 |
| 1/2/2014 | 50,000 | 30.18 |
| 1/3/2014 | 100,000 | 30.13 |
| 1/6/2014 | 449,094 | 30.01 |
| 1/8/2014 | 550,000 | 29.71 |
| 1/8/2014 | 100,000 | 29.83 |
| 1/9/2014 | 24,237 | 29.66 |
| 1/9/2014 | 697,767 | 29.71 |
| 1/9/2014 | 5,100 | 29.75 |
| 1/9/2014 | 22,896 | 29.76 |
| 1/13/2014 | 601,000 | 29.59 |
| 1/13/2014 | 424,324 | 29.46 |
| 1/13/2014 | 100,000 | 29.62 |
| 1/13/2014 | 46,500 | 29.55 |
| 1/13/2014 | 14,308 | 29.48 |
| 1/13/2014 | 13,868 | 29.49 |
*Shares purchased upon exercise of options.
** Transaction was effected for the purpose of rebalancing the holdings of funds and accounts managed by the Reporting Person.