-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ed+6W5CB5wTUYP64vwPowIDzAZ7S0vs/GMlchtO3hO9hb5wJGgRNoqUlF7B12+nQ svsqnl4fZDzwUIE61tMdfw== 0001162675-07-000028.txt : 20070215 0001162675-07-000028.hdr.sgml : 20070215 20070214191722 ACCESSION NUMBER: 0001162675-07-000028 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COGHILL CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001162675 IRS NUMBER: 364191886 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE NORTH WACKER DRIVE STREET 2: STE 4725 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312 334 1100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EARTHLINK INC CENTRAL INDEX KEY: 0001102541 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 582511877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58685 FILM NUMBER: 07624709 BUSINESS ADDRESS: STREET 1: 1375 PEACHTREE STREET STREET 2: SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048150770 MAIL ADDRESS: STREET 1: 1375 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: WWW HOLDINGS INC DATE OF NAME CHANGE: 20000104 SC 13G/A 1 elnk070214.txt ELNK 2006 13G/A Schedule 13G SEC 1745 (02-02)Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____1____)* EARTHLINK INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 270321102 (CUSIP Number) December 31, 2006 (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) *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. 270321102 1.Names of Reporting Persons. CCM Master Qualified Fund, Ltd.* I.R.S. Identification Nos. of above persons (entities only). 98-0363044 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization Cayman Islands 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 7,025,801 common shares Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 7,025,801 common shares 9.Aggregate Amount Beneficially Owned by Each Reporting Person 7,025,801 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 5.7% 12.Type of Reporting Person (See Instructions) IV CUSIP No. 270321102 1.Names of Reporting Persons. Coghill Capital Management, L.L.C.+* I.R.S. Identification Nos. of above persons (entities only). 36-4191886 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization Delaware 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 7,025,801 Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 7,025,801 9.Aggregate Amount Beneficially Owned by Each Reporting Person 7,025,801 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 5.7% 12.Type of Reporting Person (See Instructions) IA CUSIP No. 270321102 1.Names of Reporting Persons. Coghill Clint D.+* I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization United States of America 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 7,025,801 Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 7,025,801 9.Aggregate Amount Beneficially Owned by Each Reporting Person 7,025,801 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 5.7% 12.Type of Reporting Person (See Instructions IN This Schedule 13G is being filed to report information about common stock of EARTHLINK INC. that may be deemed to be beneficially owned by CCM Master Qualified Fund, Ltd.; Coghill Capital Management, L.L.C. and Clint D. Coghill. Mr. Coghill is the managing member of Coghill Capital Management, L.L.C.; an entity which serves as the investment manager of CCM Master Qualified Fund, Ltd. Item 1. (a)Name of Issuer: EARTHLINK INC.(ELNK) (b)Address of Issuer's Principal Executive Offices: 1375 Peachtree Street Atlanta, GA 30309 Item 2. (a)Name of Person Filing: CCM Master Qualified Fund, Ltd.* Coghill Capital Management, L.L.C.+* Coghill Clint D.+* (b)Address of Principal Business Office or, if none, Residence: One North Wacker Drive - Suite 4350 Chicago, IL 60606 (c)Citizenship: CCM Master Qualified Fund, Ltd. - Cayman Islands Coghill Capital Management, L.L.C. - Delaware Coghill Clint D. - United States of America (d)Title of Class of Securities: Common shares (cusip: 270321102) (e)CUSIP Number: 270321102 Item 3.If this statement is filed pursuant to S240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Broker Dealer [ ] Bank [ ] Insurance Company [ ] Investment Company [ ] Investment Adviser [x] Employee Benefit Plan, Pension Fund, or Endowment Fund [ ] Parent Holding Company/Control Person [ ] Savings Association [ ] Church Plan [ ] Corporation [ ] Partnership [ ] Individual [ ] Other [ ] Item 4.Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a)Amount beneficially owned: CCM Master Qualified Fund, Ltd.: 7,025,801 common shares Coghill Capital Management, L.L.C.: 7,025,801 common shares Coghill Clint D.: 7,025,801 common shares (b)Percent of class: CCM Master Qualified Fund, Ltd.: 5.7% of class Coghill Capital Management, L.L.C.: 5.7% of class Coghill Clint D.: 5.7% of class (c)Number of shares as to which the person has: CCM Master Qualified Fund, Ltd. (i)Sole power to vote or to direct the vote: 0 CCM Master Qualified Fund, Ltd. (ii)Shared power to vote or to direct the vote: 7,025,801 CCM Master Qualified Fund, Ltd. (iii)Sole power to dispose or to direct the disposition of: 0 CCM Master Qualified Fund, Ltd. (iv)Shared power to dispose or to direct the disposition of: 7,025,801 (c)Number of shares as to which the person has: Coghill Capital Management, L.L.C. (i)Sole power to vote or to direct the vote: 0 Coghill Capital Management, L.L.C. (ii)Shared power to vote or to direct the vote: 7,025,801 Coghill Capital Management, L.L.C. (iii)Sole power to dispose or to direct the disposition of: 0 Coghill Capital Management, L.L.C. (iv)Shared power to dispose or to direct the disposition of: 7,025,801 (c)Number of shares as to which the person has: Coghill Clint D. (i)Sole power to vote or to direct the vote: 0 Coghill Clint D. (ii)Shared power to vote or to direct the vote: 7,025,801 Coghill Clint D. (iii)Sole power to dispose or to direct the disposition of: 0 Coghill Clint D. (iv)Shared power to dispose or to direct the disposition of: 7,025,801 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 [ ]. 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 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 (b)The following certification shall be included if the statement is filed pursuant to S240.13d-1(c): By signing below I certify that, to the best of my 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. Explanation of Responses: *The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. + Principal of the investment manager or investment manager to the investment management entity in whose account the reported securities are held. SIGNATURE 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. _____/s/ Clint D. Coghill+*_____ _________February 14, 2007__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________ February 14, 2007__________ Clint D. Coghill+* Date Managing Member CCM Master Qualified Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________ February 14, 2007__________ Clint D. Coghill Date Director Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated February 14, 2007 relating to the Common Stock, par value $0.01 of EARTHLINK INC. (ELNK) shall be filed on behalf of the undersigned. _____/s/ Clint D. Coghill+*_____ _________ February 14, 2007__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________ February 14, 2007__________ Clint D. Coghill+* Date Managing Member CCM Master Qualified Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________ February 14, 2007__________ Clint D. Coghill Date Director -----END PRIVACY-ENHANCED MESSAGE-----