CUSIP No. G10082140
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13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. 5)*
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Energy XXI (Bermuda) Limited
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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G10082140
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(CUSIP Number)
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b)
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x |
Rule 13d-1(c)
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o |
Rule 13d-1(d)
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
MSDC Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(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 | ||||
3,637,197 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
3,637,197
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||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,637,197 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
4.6% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
MSD Credit Opportunity Master Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x |
|||
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 | ||||
1,331,496 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
1,331,496
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||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,331,496 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
1.7% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
MSD Energy Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(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 | ||||
2,229,367 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
2,229,367
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9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,229,367 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
2.8% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
MSD Energy Partners (MM), L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x |
|||
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 | ||||
76,334 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
76,334
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9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
76,334 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.1% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
MSD Capital, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(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 | ||||
90,385 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
90,385
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||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
90,385 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.1% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
PT Investments I, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(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 | ||||
90,385 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
90,385
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||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
90,385 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.1% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
Michael S. Dell | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x |
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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 | ||||
90,385 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
-0- | |||||
8 |
SHARED DISPOSITIVE POWER
90,385
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||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
90,385 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.1% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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1 | NAMES OF REPORTING PERSONS | ||||
Susan Lieberman Dell Separate Property Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) o
(b) x |
|||
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 | |||
405,000 | |||||
6 | SHARED VOTING POWER | ||||
-0- | |||||
7 | SOLE DISPOSITIVE POWER | ||||
405,000 | |||||
8 |
SHARED DISPOSITIVE POWER
-0-
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||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
405,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | ||||
0.5% 1 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 79,296,101 shares of Common Stock outstanding as of October 31, 2012 as reported in the Company’s Form 10-Q filed on November 7, 2012.
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CUSIP No. G10082140
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13G
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Item 1(a)
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Name of Issuer:
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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Item 2(a)
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Name of Person Filing:
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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Item 2(c)
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Citizenship:
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CUSIP No. G10082140
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13G
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Item 2(d)
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Title of Class of Securities:
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Item 2(e)
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CUSIP No.:
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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Item 4
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Ownership:
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A.
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MSDC Management, L.P.
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(a)
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Amount beneficially owned: 3,637,197
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(b)
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Percent of class: 4.6%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 3,637,197
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 3,637,197
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CUSIP No. G10082140
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13G
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B.
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MSD Credit Opportunity Master Fund, L.P.
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(a)
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Amount beneficially owned: 1,331,496
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(b)
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Percent of class: 1.7%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,331,496
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 1,331,496
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C.
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MSD Energy Partners, L.P.
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(a)
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Amount beneficially owned: 2,229,367
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(b)
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Percent of class: 2.8%
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(c)
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Number of shares as to which such person has:
|
(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,229,367
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 2,229,367
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D.
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MSD Energy Partners (MM), L.P.
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(a)
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Amount beneficially owned: 76,334
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(b)
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Percent of class: 0.1%
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(c)
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Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 76,334
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 76,334
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CUSIP No. G10082140
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13G
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E.
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MSDC Management (GP), LLC
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(a)
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Amount beneficially owned: 3,637,197
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(b)
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Percent of class: 4.6%
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(c)
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Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: -0-
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(ii)
|
Shared power to vote or direct the vote: 3,637,197
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 3,637,197
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F.
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MSD Capital, L.P.
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(a)
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Amount beneficially owned: 90,385
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(b)
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Percent of class: 0.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 90,385
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 90,385
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G.
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PT Investments I, L.P.
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(a)
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Amount beneficially owned: 90,385
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(b)
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Percent of class: 0.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 90,385
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 90,385
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CUSIP No. G10082140
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13G
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H.
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Michael S. Dell
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(a)
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Amount beneficially owned: 90,385
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(b)
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Percent of class: 0.1%
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(c)
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Number of shares as to which such person has:
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(i)
|
Sole power to vote or direct the vote: -0-
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(ii)
|
Shared power to vote or direct the vote: 90,385
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 90,385
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I.
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MSD Capital Management, LLC
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(a)
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Amount beneficially owned: 90,385
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(b)
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Percent of class: 0.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 90,385
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 90,385
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J.
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Susan Lieberman Dell Separate Property Trust
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(a)
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Amount beneficially owned: 405,000
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(b)
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Percent of class: 0.5%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 405,000
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: 405,000
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(iv)
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Shared power to dispose or direct the disposition: -0-
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CUSIP No. G10082140
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13G
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K.
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Susan L. Dell
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(a)
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Amount beneficially owned: 405,000
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(b)
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Percent of class: 0.5%
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(c)
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Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: 405,000
|
(ii)
|
Shared power to vote or direct the vote: -0-
|
(iii)
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Sole power to dispose or direct the disposition: 405,000
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(iv)
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Shared power to dispose or direct the disposition: -0-
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L.
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Glenn R. Fuhrman
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(a)
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Amount beneficially owned: 4,132,582
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(b)
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Percent of class: 5.2%
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(c)
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Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: -0-
|
(ii)
|
Shared power to vote or direct the vote: 4,132,582
|
(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 4,132,582
|
M.
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John C. Phelan
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(a)
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Amount beneficially owned: 4,132,582
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(b)
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Percent of class: 5.2%
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: -0-
|
(ii)
|
Shared power to vote or direct the vote: 4,132,582
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 4,132,582
|
CUSIP No. G10082140
|
13G
|
N.
|
Marc R. Lisker
|
(a)
|
Amount beneficially owned: 4,132,582
|
(b)
|
Percent of class: 5.2%
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or direct the vote: -0-
|
(ii)
|
Shared power to vote or direct the vote: 4,132,582
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
(iv)
|
Shared power to dispose or direct the disposition: 4,132,582
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
Item 8
|
Identification and Classification of Members of the Group:
|
CUSIP No. G10082140
|
13G
|
Item 9
|
Notice of Dissolution of Group:
|
Item 10
|
Certification:
|
CUSIP No. G10082140
|
13G
|
MSDC Management, L.P. | |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Credit Opportunity Master Fund, L.P. | |
By: | MSDC Management, L.P. |
Its: | Investment Manager |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Energy Partners, L.P. | |
By: | MSDC Management, L.P. |
Its: | Investment Manager |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Energy Partners (MM), L.P. | |
By: | MSDC Management, L.P. |
Its: | Investment Manager |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Capital, L.P. | |
By: | MSD Capital Management, LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager and General Counsel |
PT Investments I, L.P. | |
By: | MSD Capital, L.P. |
Its: | General Partner |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager and General Counsel |
Michael S. Dell | |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Attorney-in-Fact |
Susan Lieberman Dell Separate Property Trust | |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Authorized Signatory |
EXHIBIT INDEX |
|
Exhibit
|
Description of Exhibit
|
24.1
|
Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, L.P., MSD Energy Investments, L.P. and Michael S. Dell with the Commission).
|
99.1
|
Joint Filing Agreement dated February 14, 2013.
|
MSDC Management, L.P. | |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Credit Opportunity Master Fund, L.P. | |
By: | MSDC Management, L.P. |
Its: | Investment Manager |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Energy Partners, L.P. | |
By: | MSDC Management, L.P. |
Its: | Investment Manager |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Energy Partners (MM), L.P. | |
By: | MSDC Management, L.P. |
Its: | Investment Manager |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager |
MSD Capital, L.P. | |
By: | MSD Capital Management, LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager and General Counsel |
PT Investments I, L.P. | |
By: | MSD Capital, L.P. |
Its: | General Partner |
By: | MSDC Management (GP), LLC |
Its: | General Partner |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Manager and General Counsel |
Michael S. Dell | |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Attorney-in-Fact |
Susan Lieberman Dell Separate Property Trust | |
By: | /s/ Marc R. Lisker |
Name: | Marc R. Lisker |
Title: | Authorized Signatory |