0001013594-17-000173.txt : 20170214 0001013594-17-000173.hdr.sgml : 20170214 20170214162145 ACCESSION NUMBER: 0001013594-17-000173 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINDSTREAM HOLDINGS, INC. CENTRAL INDEX KEY: 0001282266 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 462847717 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80572 FILM NUMBER: 17609188 BUSINESS ADDRESS: STREET 1: 4001 RODNEY PARHAM RD. CITY: LITTLE ROCK STATE: AR ZIP: 72212 BUSINESS PHONE: 5017487000 MAIL ADDRESS: STREET 1: 4001 RODNEY PARHAM RD. CITY: LITTLE ROCK STATE: AR ZIP: 72212 FORMER COMPANY: FORMER CONFORMED NAME: WINDSTREAM CORP DATE OF NAME CHANGE: 20060717 FORMER COMPANY: FORMER CONFORMED NAME: VALOR COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 20040326 FORMER COMPANY: FORMER CONFORMED NAME: VALOR TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 20040301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001214822 IRS NUMBER: 030481537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124154600 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030117 SC 13G/A 1 windstream13ga-021417.htm FEBRUARY 14, 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 1)*
Windstream Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
97382A200
(CUSIP Number)
January 3, 2017
(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 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 on 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 (the "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).

1.
NAMES OF REPORTING PERSONS
   
 
Robert S. Pitts, Jr.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
2,083,342
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,083,342
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,083,342
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.2%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital Management LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
2,002,144
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,002,144
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,002,144
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Advisors LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
81,198
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
81,198
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
81,198
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
81,198
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
81,198
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
81,198
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
American Steadfast, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
719,661
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
719,661
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
719,661
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast International Master Fund Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
1,282,483
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,282,483
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,282,483
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.3%
   
12.
TYPE OF REPORTING PERSON
   
 
CO


This statement is filed with respect to the Common Stock, $0.0001 par value (the "Common Shares"), of Windstream Holdings, Inc. ("Issuer") beneficially owned by the Reporting Persons (as defined in the Schedule 13G filed on May 19, 2016 (the "Schedule 13G")) as of January 3, 2017 and amends and supplements the Schedule 13G.  Except as set forth herein, the Schedule 13G is unmodified.
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:
(i)
Mr. Pitts beneficially owns 2,083,342 Common Shares.
(ii)
The Investment Manager beneficially owns 2,002,144 Common Shares.
(iii)
The Managing General Partner beneficially owns 81,198 Common Shares.
(iv)
Steadfast Capital owns 81,198 Common Shares.
(v)
American Steadfast owns 719,661 Common Shares.
(vi)
The Offshore Fund owns 1,282,483 Common Shares.
(vii)
Collectively, the Reporting Persons beneficially own 2,083,342 Common Shares.
(b)
Percent of class:
(i)
Mr. Pitts' beneficial ownership of 2,083,342 Common Shares represents 2.2% of the outstanding Common Shares.
(ii)
The Investment Manager's beneficial ownership of 2,002,144 Common Shares represents 2.1% of the outstanding Common Shares.
(iii)
The Managing General Partner's beneficial ownership of 81,198 Common Shares represents less than 1% of the outstanding Common Shares.
(iv)
Steadfast Capital's beneficial ownership of 81,198 Common Shares represents less than 1% of the outstanding Common Shares.
(v)
American Steadfast's beneficial ownership of 719,661 Common Shares represents less than 1% of the outstanding Common Shares.
(vi)
The Offshore Fund's beneficial ownership of 1,282,483 Common Shares represents 1.3% of the outstanding Common Shares.
(vii)
Collectively, the Reporting Persons' beneficial ownership of 2,083,342 Common Shares represents 2.2% of the outstanding Common Shares.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote of Common Shares:
Not applicable.
(ii)
Shared power to vote or to direct the vote of Common Shares:
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 81,198 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 719,661 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 1,282,483 Common Shares beneficially owned by the Offshore Fund.
(iii)
Sole power to dispose or to direct the disposition of Common Shares:
Not applicable.
(iv)
Shared power to dispose or to direct the disposition of Common Shares:
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 81,198 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 719,661 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 1,282,483 Common Shares beneficially owned by the Offshore Fund.
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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 10.
Certification.
By signing below the undersigned certifies that, to the best of its or his 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, other than activities solely in connection with a nomination under § 240.14a-11.

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:
February 14, 2017
STEADFAST CAPITAL MANAGEMENT LP
 
       
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST ADVISORS LP
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST INTERNATIONAL MASTER FUND LTD.
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
Director
  
     
     
/s/ Robert S. Pitts, Jr.
  
Robert S. Pitts, Jr.