UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Evergreen Solar, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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30033R306
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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ý
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 5 Pages)
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CUSIP No. 30033R306
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13G/A
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
GLG Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ý
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
$500,000 aggregate principal amount of 4.0% Convertible Subordinated Additional Cash Notes due 2020 convertible into 114,943 Shares
$6,420,729 aggregate principal amount of 13.0% Convertible Senior Secured Notes due 2015 convertible into 562,077 Shares
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
$500,000 aggregate principal amount of 4.0% Convertible Subordinated Additional Cash Notes due 2020 convertible into 114,943 Shares
$6,420,729 aggregate principal amount of 13.0% Convertible Senior Secured Notes due 2015 convertible into 562,077 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$500,000 aggregate principal amount of 4.0% Convertible Subordinated Additional Cash Notes due 2020 convertible into 114,943 Shares
$6,420,729 aggregate principal amount of 13.0% Convertible Senior Secured Notes due 2015 convertible into 562,077 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.72%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 30033R306
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13G/A
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Page 3 of 5 Pages
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1
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NAME OF REPORTING PERSON
GLG Partners Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ý
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
$500,000 aggregate principal amount of 4.0% Convertible Subordinated Additional Cash Notes due 2020 convertible into 114,943 Shares
$6,420,729 aggregate principal amount of 13.0% Convertible Senior Secured Notes due 2015 convertible into 562,077 Shares
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
$500,000 aggregate principal amount of 4.0% Convertible Subordinated Additional Cash Notes due 2020 convertible into 114,943 Shares
$6,420,729 aggregate principal amount of 13.0% Convertible Senior Secured Notes due 2015 convertible into 562,077 Shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$500,000 aggregate principal amount of 4.0% Convertible Subordinated Additional Cash Notes due 2020 convertible into 114,943 Shares
$6,420,729 aggregate principal amount of 13.0% Convertible Senior Secured Notes due 2015 convertible into 562,077 Shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.72%
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12
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TYPE OF REPORTING PERSON
IA, HC
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CUSIP No. 30033R306
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13G/A
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Page 4 of 5 Pages
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This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on February 28, 2011, (the "Original Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G") with respect to shares of common stock, $0.01 par value per share (the "Shares"), of Evergreen Solar, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below.
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Item 4.
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OWNERSHIP
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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The information required by Items 4(a) – (c) 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 percentage set forth in Row (11) of the cover page for each Reporting Person is based on 38,579,067 Shares issued and outstanding as of May 6, 2011, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2011, filed with the Securities and Exchange Commission on May 12, 2011, and assumes the conversion of the reported 4.0% Convertible Subordinated Additional Cash Notes due 2020 and 13.0% Convertible Senior Secured Notes due 2015.
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The Investment Manager, which serves as the investment manager to each of the GLG Funds, may be deemed to be the beneficial owner of all Shares owned by the GLG Funds. The Investment Manager exercises its investment authority directly or indirectly through various entities, including, without limitation, GLG Inc. The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all Shares owned by the GLG Funds. Each of the Investment Manager, the General Partner and GLG Inc. hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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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]
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CUSIP No. 30033R306
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13G/A
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Page 5 of 5 Pages
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GLG PARTNERS LP
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By: /s/ Victoria Parry
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Name: Victoria Parry
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Title: Head of Product Legal
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GLG PARTNERS LIMITED,
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Individually and in its capacity as General Partner of GLG Partners LP
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By: /s/ Emmanuel Roman
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Name: Emmanuel Roman
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Title: Co CEO/COO
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