SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Zhongpin Inc.
| (Name of Issuer) |
Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
98952K107 |
| (CUSIP Number) |
|
|
| December 31, 2012 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o 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 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. 98952K107
|
SCHEDULE 13G/A
|
Page 2
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon Management LP ("TPG-Axon Management")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(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
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page
3 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon Partners GP, L.P. ("PartnersGP")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(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
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 4
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon GP, LLC ("GPLLC")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(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
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 5
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon Partners, LP ("TPG-Axon Domestic")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(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
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 6
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon Partners (Offshore), Ltd. ("TPG-Axon Offshore")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 7
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon International, L.P. ("TPG-Axon International")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 8
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TPG-Axon International GP, LLC ("InternationalGP")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(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
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 9
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dinakar Singh LLC ("Singh LLC")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(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
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 10
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dinakar Singh ("Mr. Singh")
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
0
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
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)
0%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|||
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 11
of 15 Pages
|
| Item 1. | (a) Name of Issuer |
Zhongpin Inc.
| (b) Address of Issuer’s Principal Executive Offices |
21 Changshe Road
Changge City, Henan Province
People’s Republic of China 461500
| Item 2. | (a) Name of Person Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) TPG-Axon Management LP ("TPG-Axon Management"), a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A held by TPG-Axon Partners, LP ("TPG-Axon Domestic") and TPG-Axon International, L.P. ("TPG-Axon International," and together with TPG-Axon Domestic, the "Funds").
(ii) TPG-Axon Partners GP, L.P. ("PartnersGP"), a Delaware limited partnership, which serves as the general partner of TPG-Axon Domestic and the managing member of InternationalGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
(iii) TPG-Axon GP, LLC ("GPLLC"), a Delaware limited liability company, which serves as the general partner of TPG-Axon Management and PartnersGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
(iv) TPG-Axon Domestic, a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held by it.
(v) TPG-Axon Partners (Offshore), Ltd. ("TPG-Axon Offshore"), a Cayman Islands exempted company, with respect to the Shares reported in this Schedule 13G/A indirectly held by it through its subsidiary, TPG-Axon International.
(vi) TPG-Axon International, a Cayman Islands exempted limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held by it.
(vii) TPG-Axon International GP, LLC ("InternationalGP"), a Delaware limited liability company, which serves as the general partner of TPG-Axon International, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by TPG-Axon International.
(viii) Dinakar Singh LLC ("Singh LLC"), a Delaware limited liability company which serves as the managing member of GPLLC, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
(ix) Dinakar Singh ("Mr. Singh"), an individual who serves as the managing member of Singh LLC, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
| (b) Address of Principal Business Office, or, if none, Residence |
All Reporting Persons, except TPG-Axon Offshore and TPG-Axon International
888 Seventh Avenue
38th Floor
New York, New York 10019
TPG-Axon Offshore
c/o International Fund Services
PO Box 896, KY1-1103
Gardenia Court, Suite 3307
45 Market Street, Camana Bay
Cayman Islands
TPG-Axon International
c/o Walkers Corporate Services Limited
87 Mary Street, George Town
Grand Cayman KY1-9005
Cayman Islands
| (c) Citizenship |
Delaware (all, except TPG-Axon Offshore, TPG-Axon International and Mr. Singh); TPG-Axon Offshore: Cayman Islands; TPG-Axon International: Cayman Islands; Mr. Singh is a United States citizen..
| (d) Title of Class of Securities |
Common Stock, par value $0.001 per share (the “Shares”)
| (e) CUSIP No.: |
98952K107
|
CUSIP
No. 98952K107
|
SCHEDULE 13G/A
|
Page 12
of 15 Pages
|
Item 3. If this statement is filed pursuant to §§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 Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the 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) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations 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) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
If this statement is filed pursuant to Rule 13d-1(c), check this box [ ].
|
CUSIP
No. 98952K107
|
SCHEDULE 13G/A
|
Page
13 of 15 Pages
|
Item 4. Ownership
TPG-Axon Management, as investment manager to TPG-Axon Domestic, TPG-Axon Offshore and TPG-Axon International has the power to direct the disposition and voting of the Shares held by TPG-Axon Domestic and TPG-Axon International. InternationalGP is the general partner of TPG-Axon International. PartnersGP is the general partner of TPG-Axon Domestic and the managing member of InternationalGP. GPLLC is the general partner of PartnersGP and TPG-Axon Management. Singh LLC is a managing member of GPLLC. Mr. Singh, an individual, is the managing member of Singh LLC and in such capacity may be deemed to control Singh LLC, GPLLC and TPG-Axon Management, and therefore may be deemed the beneficial owner of the securities held by TPG-Axon Domestic and TPG-Axon International.
Each of Singh LLC, GPLLC, PartnersGP, InternationalGP, TPG-Axon Offshore, and Mr. Singh disclaim beneficial ownership of all of the shares of Common Stock reported in this 13G/A.
(I) TPG-Axon Management
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(All percentages of beneficial ownership reported in this Schedule 13G/A are based on the 37,209,344 outstanding shares of Common Stock reported in the Issuer's form 10Q for the quarterly period ended September 30, 2012.)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(II) PartnersGP
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(III) GPLLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(IV) TPG-Axon Domestic
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(V) TPG-Axon Offshore
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(VI) TPG-Axon International
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(VII) InternationalGP
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(VIII) Singh LLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
(IX) Mr. Singh
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 14
of 15 Pages
|
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 or Control Person
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. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
|
CUSIP No. 98952K107
|
SCHEDULE 13G/A
|
Page 15
of 15 Pages
|
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.
Dated: February 14, 2013
| TPG-Axon Management LP | |||
| By: TPG-Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| TPG-Axon Partners GP, L.P. | |||
| By: TPG-Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| TPG-Axon GP, LLC | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| TPG-Axon Partners, LP | |||
| By: TPG-Axon Partners GP, L.P., general partner | |||
| By: TPG-Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| TPG-Axon Partners (Offshore), Ltd. | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Director | ||
| TPG-Axon International, L.P. | |||
| By: TPG-Axon International GP, LLC, general partner | |||
| By: TPG-Axon Partners GP, L.P., managing member | |||
| By: TPG-Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| TPG-Axon International GP, LLC | |||
| By: TPG-Axon Partners GP, L.P., managing member | |||
| By: TPG-Axon GP, LLC, general partner | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Chief Executive Officer | ||
| Dinakar Singh LLC | |||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||
| Title: | Managing Member | ||
| By: | /s/ Dinakar Singh | ||
| Name: | Dinakar Singh | ||