-----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, LqmPk9JS8R60C14vxX0927F0CZ7O8WxLyG4rW0VlhGWgBN/UrtJyahVezkI7Z8NQ G7pjnQKr3W+P+cyNXgmO8Q== 0000919574-08-001367.txt : 20080214 0000919574-08-001367.hdr.sgml : 20080214 20080213210914 ACCESSION NUMBER: 0000919574-08-001367 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT FABROS TECHNOLOGY, INC. CENTRAL INDEX KEY: 0001407739 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 208718331 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83226 FILM NUMBER: 08607591 BUSINESS ADDRESS: STREET 1: 1212 NEW YORK AVENUE, NW, SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20005 BUSINESS PHONE: 202-728-0044 MAIL ADDRESS: STREET 1: 1212 NEW YORK AVENUE, NW, SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Miura Global Management, LLC CENTRAL INDEX KEY: 0001352272 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-833-9940 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d855419_13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) DUPONT FABROS TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 26613Q106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) 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. 26613Q106 --------- 1. NAME OF REPORTING PERSONS Francisco Alfaro 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 Spain NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,050,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,050,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,050,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 26613Q106 --------- 1. NAME OF REPORTING PERSONS Richard Turnure 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,050,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,050,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,050,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 26613Q106 --------- 1. NAME OF REPORTING PERSONS Miura Global Management, LLC 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,050,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,050,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,050,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 26613Q106 --------- 1. NAME OF REPORTING PERSONS Miura Global Master Fund, Ltd. 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 British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,265,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,265,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,265,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 26613Q106 --------- Item 1(a). Name of Issuer: DuPont Fabros Technology, Inc. (the "Issuer") -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 1212 New York Avenue, NW, Suite 900 Washington, DC 20005 -------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Francisco Alfaro Richard Turnure Miura Global Management, LLC Miura Global Master Fund, Ltd. -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: Francisco Alfaro, Richard Turnure and Miura Global Management, LLC: 101 Park Avenue, 21st Floor New York, NY 10178 Miura Global Master Fund, Ltd.: c/o Walkers (BVI) Limited Walkers Chambers P.O. Box 92 Road Town, Tortola British Virgin Islands -------------------------------------------------------------------- (c). Citizenship: Francisco Alfaro: Spain Richard Turnure: United States of America Miura Global Management, LLC: Delaware Miura Global Master Fund, Ltd.: British Virgin Islands -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, par value $0.001 per share -------------------------------------------------------------------- (e). CUSIP Number: 26613Q106 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] 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) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). 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. Messrs Alfaro and Turnure may be deemed to beneficially own the securities of the Issuer owned by the various entities managed by Miura Global Management, LLC. (a) Amount beneficially owned: Francisco Alfaro: 3,050,000 Richard Turnure: 3,050,000 Miura Global Management, LLC: 3,050,000 Miura Global Master Fund, Ltd.: 2,265,000 ---------------------------------------------------------------------- (b) Percent of class: Francisco Alfaro: 8.6% Richard Turnure: 8.6% Miura Global Management, LLC: 8.6% Miura Global Master Fund, Ltd.: 6.4% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Francisco Alfaro: 0 Richard Turnure: 0 Miura Global Management, LLC: 0 Miura Global Master Fund, Ltd.: 0 (ii) Shared power to vote or to direct the vote Francisco Alfaro: 3,050,000 Richard Turnure: 3,050,000 Miura Global Management, LLC: 3,050,000 Miura Global Master Fund, Ltd.: 2,265,000 (iii) Sole power to dispose or to direct the disposition of Francisco Alfaro: 0 Richard Turnure: 0 Miura Global Management, LLC: 0 Miura Global Master Fund, Ltd.: 0 (iv) Shared power to dispose or to direct the disposition of Francisco Alfaro: 3,050,000 Richard Turnure: 3,050,000 Miura Global Management, LLC: 3,050,000 Miura Global Master Fund, Ltd.: 2,265,000 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 [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s. 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certification. 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 such purpose or effect. 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. Date: February 14, 2008 /s/ Francisco Alfaro* - ---------------------------- Francisco Alfaro /s/ Richard Turnure* - ---------------------------- Richard Turnure Miura Global Management, LLC* By: /s/ Francisco Alfaro ------------------------------- Name: Francisco Alfaro Title: Managing Member Miura Global Master Fund, Ltd.* By: /s/ Roger Hanson ------------------------------- Name: Roger Hanson Title: Director *Each of the Reporting Persons disclaims beneficial ownership in the shares reported herein except to the extent of his or its pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13G dated February 14, 2008 relating to the Common Stock, par value $0.001 per share of DuPont Fabros Technology, Inc., shall be filed on behalf of the undersigned. /s/ Francisco Alfaro* - ---------------------------- Francisco Alfaro /s/ Richard Turnure* - ---------------------------- Richard Turnure Miura Global Management, LLC* By: /s/ Francisco Alfaro - ------------------------------- Name: Francisco Alfaro Title: Managing Member *Each of the Reporting Persons disclaims beneficial ownership in the shares reported herein except to the extent of his or its pecuniary interest therein. SK 22168 0002 855419 -----END PRIVACY-ENHANCED MESSAGE-----