0000950103-15-000281.txt : 20150113 0000950103-15-000281.hdr.sgml : 20150113 20150113060926 ACCESSION NUMBER: 0000950103-15-000281 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150113 DATE AS OF CHANGE: 20150113 GROUP MEMBERS: LAND BREEZE II S.A R.L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN WEST PETROLEUM LTD. CENTRAL INDEX KEY: 0001334388 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82653 FILM NUMBER: 15523345 BUSINESS ADDRESS: STREET 1: 207 - 9TH AVENUE S.W. STREET 2: SUITE 200 CITY: CALGARY STATE: A0 ZIP: T2P 1K3 BUSINESS PHONE: (403) 777-2500 MAIL ADDRESS: STREET 1: 207 - 9TH AVENUE S.W. STREET 2: SUITE 200 CITY: CALGARY STATE: A0 ZIP: T2P 1K3 FORMER COMPANY: FORMER CONFORMED NAME: PENN WEST ENERGY TRUST DATE OF NAME CHANGE: 20050727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA INVESTMENT CORP CENTRAL INDEX KEY: 0001468702 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 64086277 MAIL ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 SC 13G/A 1 dp52568_sc13ga.htm FORM SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5) *

Penn West Petroleum Ltd.
___________________________________________________________________
(Name of Issuer)

Common Stock
___________________________________________________________________
(Title of Class of Securities)

707887105
___________________________________________________________________
(CUSIP Number)


December 31, 2014
_____________________________________________________________________________
(Date of the 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)
x 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 provision of the Act (however, see the Notes.)
 
 
 
 
 
 
 
 
CUSIP No. 707887105    
1
NAME OF REPORTING PERSONS
China Investment Corporation
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
 
(a)
o
 
(b)
o
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
24,368,0771
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
24,368,0771
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,368,0771
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
  
1 Includes 23,524,209 shares of Common Stock held by Land Breeze II S.À R.L., a wholly-owned subsidiary of China Investment Corporation, and 843,868 shares of Common Stock held by two other wholly-owned subsidiaries of China Investment Corporation, all as of December 31, 2014.
 
 
 
2
 
 
 
CUSIP No. 707887105    
1
NAME OF REPORTING PERSONS
Land Breeze II S.À R.L.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  
 
(a)
o
 
(b)
o
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
23,524,209
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
23,524,209
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,524,209
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
  
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
  
 
 
 
3
 
 
 
Item 1(a) Name of Issuer

Penn West Petroleum Ltd.

Item 1(b) Address of Issuer’s Principal Executive Offices

c/o Penn West Petroleum Ltd.
200, 207 – 9th Avenue S.W.
Calgary, Alberta T2P 1K3
Canada

Item 2(a) Name of Persons Filing

China Investment Corporation
Land Breeze II S.À R.L.

Item 2(b) Address of Principal Business Office or, if none, Residence

The address of China Investment Corporation is as follows:

New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China

The address of Land Breeze II S.À R.L. is as follows:

18, Avenue Marie-Thérèse, L-2132 Luxembourg

Item 2(c) Citizenship

China Investment Corporation is established under the Company Law of the People’s Republic of China.

Land Breeze II S.À R.L. is a société à responsibilité limitée incorporated and existing under the laws of Luxembourg.

Item 2(d) Title of Class of Securities

Common Stock

Item 2(e) CUSIP Number

707887105

Item 3       If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4       Ownership
 
 
 
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The number of shares of Common Stock beneficially owned by China Investment Corporation and Land Breeze II S.À R.L. is as follows:

Reporting Person
Amount Beneficially Owned
Percent of Class
China Investment Corporation
24,368,077
4.9%
Land Breeze II S.À R.L.
23,524,209
4.8%

Reporting Person
Voting Power
Dispositive Power
Sole
Shared
Sole
Shared
China Investment Corporation
0
24,368,077
0
24,368,077
Land Breeze II S.À R.L.
0
23,524,209
0
23,524,209

China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China.  Land Breeze II S.À R.L. is a wholly-owned subsidiary of China Investment Corporation. All information above regarding China Investment Corporation reflects the inclusion of 23,524,209 shares of Common Stock held by Land Breeze II S.À R.L., a wholly-owned subsidiary of China Investment Corporation, and 843,868 shares of Common Stock held by two other wholly-owned subsidiaries of China Investment Corporation, all as of December 31, 2014.

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 [ x ].

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

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    Certifications

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.
 
 
 
5
 

 
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 as of January 13, 2015.
 
 
  CHINA INVESTMENT CORPORATION  
         
  By:
/s/ Ding Xuedong
  
    Name:
Ding Xuedong
  
    Title:
Chairman & CEO
  
         
         
 
LAND BREEZE II S.À R.L.
  
         
  By:
/s/ Cai Zhiwei
  
    Name:
Cai Zhiwei
  
    Title:
Manager A
  
         
   
/s/ Emmanuel Reveillaud
  
   
Name:
Emmanuel Reveillaud
  
   
Title:
Manager B
  
 
 
 
6
 
 

Exhibit Index
 
 
Exhibit A
Joint Filing Agreement, dated June 1, 2010, between China Investment Corporation and Land Breeze II S.À R.L.†


†
Previously filed on June 2, 2010.
 
 

 
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