-----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, BnU9R9lJOcsBKnNDAyEocAmQwku2sYdMUwAJSbcuF7h1Xx2FeX62miBnep+IvKJK JlNeNMlqgqy3RA/tPOcxwg== 0000950123-10-012176.txt : 20100212 0000950123-10-012176.hdr.sgml : 20100212 20100212151230 ACCESSION NUMBER: 0000950123-10-012176 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 GROUP MEMBERS: DBCM PARTNERS, LLC GROUP MEMBERS: DIAMONDBACK MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XO HOLDINGS INC CENTRAL INDEX KEY: 0001111634 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541983517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59237 FILM NUMBER: 10598356 BUSINESS ADDRESS: STREET 1: 13865 SUNRISE VALLEY DRIVE CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7035472000 MAIL ADDRESS: STREET 1: 13865 SUNRISE VALLEY DRIVE CITY: HERNDON STATE: VA ZIP: 20171 FORMER COMPANY: FORMER CONFORMED NAME: XO COMMUNICATIONS INC DATE OF NAME CHANGE: 20001024 FORMER COMPANY: FORMER CONFORMED NAME: NEXTLINK COMMUNICATIONS INC/NEW DATE OF NAME CHANGE: 20000622 FORMER COMPANY: FORMER CONFORMED NAME: NM ACQUISITION CORP DATE OF NAME CHANGE: 20000411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMONDBACK CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001342637 IRS NUMBER: 202576915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-399-1600 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G/A 1 c96186sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

XO Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
98417K106
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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.
  
98417K106 
  

 

           
1   NAMES OF REPORTING PERSONS
Diamondback Master Fund, Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands, British West Indies
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,200,000 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    17,200,000 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,200,000 shares of Common Stock
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.45%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 2 of 7 Pages

 

                     
CUSIP No.
  
98417K106 
  

 

           
1   NAMES OF REPORTING PERSONS
Diamondback Capital Management, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,200,000 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    17,200,000 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,200,000 shares of Common Stock
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.45%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Page 3 of 7 Pages

 

                     
CUSIP No.
  
98417K106 
  

 

           
1   NAMES OF REPORTING PERSONS
DBCM Partners, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   17,200,000 shares of Common Stock
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    17,200,000 shares of Common Stock
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,200,000 shares of Common Stock
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.45%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Page 4 of 7 Pages

 

                     
CUSIP No.
  
98417K106 
  
This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on January 7, 2009 (the “Original Schedule 13G” and the Original Schedule 13G as amended, the “Schedule 13G”) with respect to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Palm, 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.
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:
As of December 31, 2009, (i) Diamondback Master Fund, Ltd. beneficially owned 17,200,000 shares of Common Stock and (ii) each of Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to have been the beneficial owner of the 17,200,000 shares of Common Stock beneficially owned by Diamondback Master Fund, Ltd.
As of the date of this filing, (i) Diamondback Master Fund, Ltd. beneficially owns 17,200,000 shares of Common Stock and (ii) each of Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to have beneficially owned the 17,200,000 shares of Common Stock beneficially owned by Diamondback Master Fund, Ltd.
Diamondback Capital Management, LLC is the investment manager of Diamondback Master Fund, Ltd. DBCM Partners, LLC is the managing member of Diamondback Capital Management, LLC. Each of Chad Loweth, Lawrence Sapanski and Richard H. Schimel (the “Diamondback Principals”) serve as managing members of DBCM Partners, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person or the Diamondback Principals as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of Diamondback Capital Management, LLC, DBCM Partners, LLC and the Diamondback Principals disclaims beneficial ownership of the shares of Common Stock owned by Diamondback Master Fund, Ltd.
(b) Percent of class:
The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 filed on November 9, 2009, indicates that the total number of outstanding shares of Common Stock as of November 6, 2009 was 182,075,035. Based on the Company’s outstanding shares of Common Stock, (i) as of December 31, 2009, each of Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to have beneficially owned 9.45% of the outstanding shares of Common Stock of the Company and (ii) as of the date of this filing, each of Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to beneficially own 9.45% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

 

Page 5 of 7 Pages

 

                     
CUSIP No.
  
98417K106 
  
(c) Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote
 
       0
 
  (ii)   Shared power to vote or to direct the vote
 
      See Item 4(a)
 
  (iii)   Sole power to dispose or to direct the disposition of
 
       0
 
  (iv)   Shared power to dispose or to direct the disposition of
 
      See Item 4(a)
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 o.

 

Page 6 of 7 Pages

 

                     
CUSIP No.
  
98417K106 
  
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 12, 2010
                     
DIAMONDBACK MASTER FUND, LTD.   DIAMONDBACK CAPITAL MANAGEMENT, LLC
 
                    
By:
  /s/ John Hagarty       By:   /s/ Rebecca Sheinberg    
 
                   
 
  Name: John Hagarty
Title:   Chief Operating Officer 		          Name: Rebecca Sheinberg
Title:   Senior Compliance Officer		    
         
DBCM PARTNERS, LLC
 		    
By:   /s/ Chad Loweth      
  Name:   Chad Loweth     
  Title:   Managing Member     
 

 

Page 7 of 7 Pages

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