Schedule 13G

0000950123-10-055272.txt : 20100603 0000950123-10-055272.hdr.sgml : 20100603 20100602183309 ACCESSION NUMBER: 0000950123-10-055272 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100603 DATE AS OF CHANGE: 20100602 GROUP MEMBERS: DBCM PARTNERS, LLC GROUP MEMBERS: DIAMONDBACK CAPITAL MANAGEMENT, LLC GROUP MEMBERS: DIAMONDBACK MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY CONVERSION DEVICES INC CENTRAL INDEX KEY: 0000032878 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 381749884 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33747 FILM NUMBER: 10874039 BUSINESS ADDRESS: STREET 1: 2956 WATERVIEW DRIVE CITY: ROCHESTER HILLS STATE: MI ZIP: 48309 BUSINESS PHONE: 248-299-6060 MAIL ADDRESS: STREET 1: 2956 WATERVIEW DRIVE CITY: ROCHESTER HILLS STATE: MI ZIP: 48309 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY CONVERSION LABORATORIES INC DATE OF NAME CHANGE: 19710603 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 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 1 c02004sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Energy Conversion Devices, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

292659109

(CUSIP Number)

May 27, 2010

(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.		292659109


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

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

			0

		6	SHARED VOTING POWER

			2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 shares of Common Stock

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 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)

	6.32%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 2 of 9 Pages


CUSIP No.		292659109


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

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

			0

		6	SHARED VOTING POWER

			2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 shares of Common Stock

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 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)

	6.32%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 3 of 9 Pages


CUSIP No.		292659109


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

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

			0

		6	SHARED VOTING POWER

			2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 shares of Common Stock

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,034,658 shares of Common Stock Calls to purchase 563,800 shares of Common Stock Convertible Senior Notes, convertible into 315,183 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)

	6.32%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 4 of 9 Pages


CUSIP No.		292659109

Item 1.

(a) Name of Issuer

Energy Conversion Devices, Inc. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices

2956 Waterview Drive
Rochester Hills, Michigan 48309


Item 2(a).		Name of Person Filing


Item 2(b).		Address of Principal Business Office


Item 2(c).		Citizenship

Diamondback Master Fund, Ltd.
c/o Citco Fund Services (Cayman Islands) Ltd.
Windward I, 2nd Floor
Regatta Office Park, West Bay Road
P.O. Box 31106 SMB
Grand Cayman KY1-1205
Citizenship: Cayman Islands, British West Indies

Diamondback Capital Management, LLC
One Landmark Square, 15th Floor
Stamford, CT 06901
Citizenship: State of Delaware

DBCM Partners, LLC
One Landmark Square, 15th Floor
Stamford, CT 06901
Citizenship: State of Delaware


Item 2(d)		Title of Class of Securities

Common Stock, $0.01 par value (“Common Stock”)


Item 2(e)		CUSIP Number

292659109


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)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

Page 5 of 9 Pages


CUSIP No.		292659109

(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]


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 the date of this filing, (i) Diamondback Master Fund, Ltd. beneficially owns 2,034,658 shares of Common Stock, Calls to purchase 563,800 shares of Common Stock and Convertible Senior Notes, convertible into 315,183 shares of Common Stock and (ii) each of Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed the beneficial owner of the 2,034,658 shares of Common Stock, Calls to purchase 563,800 shares of Common Stock and Convertible Senior Notes, convertible into 315,183 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 March 31, 2010 filed on May 10, 2010, indicates that the total number of outstanding shares of Common Stock as of May 6, 2010 was 45,762,991. Based on the Company’s outstanding shares of Common Stock as of May 6, 2010, each of Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to beneficially own 6.32% 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 6 of 9 Pages


CUSIP No.		292659109

	(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

Not applicable.


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

See Exhibit I.


Item 9.		Notice of Dissolution of Group

Not applicable.


Item 10.		Certification

By signing below each of the undersigned certifies that, to the best of its 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.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of June 2, 2010, by and among Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC

Page 7 of 9 Pages


CUSIP No.		292659109

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: June 2, 2010

DIAMONDBACK MASTER FUND, LTD.

DIAMONDBACK CAPITAL MANAGEMENT, LLC

By:

/s/ John Hagarty

By:

/s/ Rebecca Sheinberg

Name:

John Hagarty

Name:

Rebecca Sheinberg

Title:

Chief Operating Officer

Title:

Senior Compliance Officer

DBCM PARTNERS, LLC

By:

/s/ Lawrence Sapanski

Name:

Lawrence Sapanski

Title:

Managing Member

Page 8 of 9 Pages

EX-99.I 2 c02004exv99wi.htm EXHIBIT I Exhibit I

EXHIBIT I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, $0.01 par value, of Energy Conversion Devices, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated as of June 2, 2010

DIAMONDBACK MASTER FUND, LTD.

DIAMONDBACK CAPITAL MANAGEMENT, LLC

By:

/s/ John Hagarty

By:

/s/ Rebecca Sheinberg

Name:

John Hagarty

Name:

Rebecca Sheinberg

Title:

Chief Operating Officer

Title:

Senior Compliance Officer

DBCM PARTNERS, LLC

By:

/s/ Lawrence Sapanski

Name:

Lawrence Sapanski

Title:

Managing Member

Page 9 of 9 Pages