SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 3 TO

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LINN ENERGY, LLC

(Names of Subject Company)

LINNCO, LLC

(Names of Filing Persons (Offeror))

UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS

(Title of Class of Securities)

536020100

(CUSIP Number of Class of Securities)

Candice J. Wells

Senior Vice President, General Counsel and Corporate Secretary

LinnCo, LLC

600 Travis, Suite 5100

Houston, Texas 77002

(281) 840-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Matthew R. Pacey

Kirkland & Ellis LLP

600 Travis, Suite 3300

Houston, Texas 77002

(713) 835-3600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$159,187,173.06	$16,030.15

* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the product of (i) $0.71, the average of the high and low sales prices per unit of Linn Energy, LLC units representing limited liability company interests (“LINN Energy units”) on March 18, 2016, as reported by the NASDAQ Global Select Market, and (ii) 224,207,286 (the maximum number of LINN Energy units that may be exchanged in the transaction for the common shares representing limited liability company interests of LinnCo, LLC). The registration fee was paid on March 22, 2016 in connection with the filing of the original Registration Statement on Form S-4.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001007 multiplied by the transaction valuation.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:        $16,030.15	Filing Party:        LinnCo, LLC
Form or Registration No.:       Form S-4	Date Filed:          March 22, 2016

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

¨  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 22, 2016 as amended by that certain Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed on April 6, 2016 and that certain Amendment No. 2 to the Tender Offer Statement on Schedule TO, filed on April 18, 2016 (as amended and supplemented from time to time, the “Schedule TO”) by LinnCo, LLC, a Delaware limited liability company (“LinnCo”), relating to the offer by LinnCo to exchange for each outstanding unit representing limited liability company interests in Linn Energy, LLC, a Delaware limited liability company (“LINN Energy”), an affiliate of LinnCo, one common share representing limited liability company interests in LinnCo (such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated April 26, 2016 (the “Prospectus/Offer to Exchange”), filed as Exhibit (a)(1)(A) hereto, and in the related amended and restated letter of transmittal (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”).

LinnCo has filed with the SEC a Registration Statement on Form S-4 (File No. 333-210331), dated March 22, 2016 and amended as of April 6, 2016 and April 18, 2016, of which the Prospectus/Offer to Exchange forms a part. The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by LinnCo, is hereby expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO by reference.

All of the information regarding the Offer as set forth in the Schedule TO, including all exhibits thereto, that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.

Items 1 through 11.

Items 1 and 4(a) are hereby amended and supplemented by adding the following text thereto:

The Offer expired at 12:00 midnight (New York City Time) at the end of Monday, April 25, 2016. American Stock Transfer & Trust Company, the exchange agent for the Offer, has advised LinnCo that a total of approximately 103,961,939 LINN Energy units, representing approximately 29% of the aggregate number of outstanding LINN Energy units, were validly tendered and not withdrawn in the Offer. Accordingly, all LINN Energy units that were validly tendered and not withdrawn have been accepted, and new LinnCo shares will be issued in exchange for all such tendered LINN Energy units promptly in accordance with the terms of the Offer.

To allow remaining LINN Energy unitholders the opportunity to tender their LINN Energy units, LinnCo commenced a subsequent offering period on April 26, 2016. The subsequent offering period will expire at 12:00 midnight (New York City Time) on May 23, 2016, unless extended. LinnCo reserves the right to extend the subsequent offering period in accordance with applicable law. Any such extension will be followed by a public announcement, which will be issued no later than 9:00 a.m., New York City Time, on the next business day after the subsequent offering period was scheduled to expire. LINN Energy unitholders who validly tender their LINN Energy units during the subsequent offering period will receive the same exchange ratio provided in the Offer. Procedures for tendering LINN Energy units during the subsequent offering period are the same as during the initial offering period, except that pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, LINN Energy units validly tendered during the subsequent offering period will be accepted on a daily, “as tendered” basis and, accordingly, may not be withdrawn.

On April 26, 2016, LinnCo issued a press release announcing the preliminary results of the Offer and the commencement of a subsequent offering period. A copy of the press release is attached as Exhibit (a)(5)(F) hereto and incorporated by reference herein.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended by the restatement of Exhibit (a)(1)(A) and addition of Exhibits (a)(5)(D), (a)(5)(E) and (a)(5)(F) as set forth below:

Exhibit No.	Description
(a)(1)(A)	Prospectus/Offer to Exchange (incorporated by reference to LinnCo’s Prospectus/Offer to Exchange filed pursuant to Rule 424(b)(3) on April 26, 2016).
(a)(5)(D)	Investor Presentation (incorporated by reference to LinnCo’s filing pursuant to Rule 425 on April 18, 2016).
(a)(5)(E)	Press Release dated April 22, 2016 (incorporated by reference to LinnCo’s filing pursuant to Rule 425 on April 25, 2016).
(a)(5)(F)	Press Release dated April 26, 2016.

2

SIGNATURE

After due 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: April 26, 2016

LINNCO, LLC
By:	/s/ Candice J. Wells
Name:	Candice J. Wells
Title:	Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Prospectus/Offer to Exchange (incorporated by reference to LinnCo’s Prospectus/Offer to Exchange filed pursuant to Rule 424(b)(3) on April 26, 2016).
(a)(5)(D)	Investor Presentation (incorporated by reference to LinnCo’s filing pursuant to Rule 425 on April 18, 2016).
(a)(5)(E)	Press Release dated April 22, 2016 (incorporated by reference to LinnCo’s filing pursuant to Rule 425 on April 25, 2016).
(a)(5)(F)	Press Release dated April 26, 2016.

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EX-99.A.5.F

Exhibit (a)(5)(F)

NEWS RELEASE

LinnCo Successfully Completes Exchange Offer for LINN Energy Units and

Commences Subsequent Offering Period

HOUSTON, April 26, 2016 — LinnCo, LLC (NASDAQ:LNCO) (“LinnCo”) today announced that it has successfully completed its offer to exchange each outstanding unit of LINN Energy, LLC (NASDAQ:LINE) (“LINN”) for one LinnCo share (the “Exchange Offer”) upon the terms and conditions of the Prospectus/Offer to Exchange dated April 26, 2016 (the “Prospectus”) and the accompanying Amended and Restated Letter of Transmittal (the “Letter of Transmittal”).

The Exchange Offer expired at 12:00 midnight (New York City time) on Monday, April 25, 2016. American Stock Transfer & Trust Company (“AST”), the exchange agent for the Exchange Offer, has advised LinnCo that a total of approximately 103,961,939 LINN units, representing approximately 29% of the aggregate number of outstanding LINN units, were validly tendered and not withdrawn in the Exchange Offer. Accordingly, all LINN units that were validly tendered and not withdrawn have been accepted, and LinnCo is promptly issuing new LinnCo shares for all such tendered LINN units in accordance with the terms of the Exchange Offer.

To allow remaining LINN unitholders the opportunity to tender their LINN units, LinnCo also announced the commencement of a subsequent offering period beginning today, April 26, 2016. The subsequent offering period will expire at 12:00 midnight (New York City time) on May 23, 2016, unless extended. LINN unitholders who validly tender their LINN units during the subsequent offering period will receive the same exchange ratio provided in the Exchange Offer. Procedures for tendering LINN units during the subsequent offering period are the same as during the initial offering period, except that pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, LINN units validly tendered during the subsequent offering period will be accepted on a daily, “as tendered” basis and, accordingly, may not be withdrawn.

The purpose of the Exchange Offer is to permit holders of LINN units to maintain their economic interest in LINN through LinnCo, an entity that is taxed as a corporation rather than a partnership, which may allow LINN unitholders to avoid future allocations of taxable income and loss, including cancellation of debt income (“CODI”), that could result from future debt restructurings or other strategic transactions by LINN. In general, if CODI arises in any particular month, that CODI will be allocated to LINN unitholders who held LINN units as of the first day of that month.

As previously announced, on April 4, 2016, LINN and Linn Energy Finance Corp. entered into a settlement agreement with certain holders of its senior secured second lien notes (“Settlement Agreement”). LinnCo and LINN do not believe that any events that have occurred in April, including entry into the Settlement Agreement, will give rise to CODI in April. However, future transactions, including the closing of the transactions contemplated in the Settlement Agreement, may give rise to CODI, and LINN can provide no assurances that LINN unitholders who tender their LINN units during the subsequent offering period will not be allocated some amount of CODI as a result.

Although CODI may arise in the same calendar month as any settlement of LINN units made during the subsequent offering period, such CODI will likely be only a portion of the total CODI that LINN would

expect to realize from future debt restructurings or other strategic transactions. For example, if LINN seeks protection under Chapter 11 of the U.S. Bankruptcy Code in May, some amount of CODI may arise upon the closing of the transactions contemplated in the Settlement Agreement (the timing of which is uncertain). However, a more substantial amount of CODI may also arise at the time a plan of reorganization is consummated. Therefore, LINN unitholders that exchange during the subsequent offering period will continue to avoid future allocations of CODI to the extent such CODI arises in calendar months following any settlement of LINN units made during the subsequent offering period.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell LINN units or any other securities. The Exchange Offer is being made only pursuant to the Prospectus and only in such jurisdictions as is permitted under applicable law.

IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the LINN units, nor is it a substitute for the registration statement and the exchange offer materials that LinnCo has filed with the SEC. THE EXCHANGE OFFER MATERIALS (INCLUDING A PROSPECTUS/OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS) CONTAIN IMPORTANT INFORMATION. LINN UNITHOLDERS ARE URGED TO READ THESE DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME TO TIME) CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT LINN UNITHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR UNITS. The Prospectus, the related Letter of Transmittal and certain other exchange offer documents are available to all LINN unitholders at no expense to them. The exchange offer materials are available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting LinnCo’s Investor Relations department at (281) 840-4193 or D.F. King & Co., Inc., the information agent for the Exchange Offer, at (877) 297-1738.

In addition to the Prospectus, the related Letter of Transmittal and certain other exchange offer documents, LinnCo and LINN file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by LinnCo and LINN at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. LinnCo’s and LINE’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release includes “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that LinnCo expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about the timetable for the completion of the subsequent offering period and possible CODI recognition. These statements are based on certain assumptions made by LinnCo based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond LinnCo’s control, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to CODI recognition, the financial performance and results, the significant amount of indebtedness under LINN credit facilities and senior notes, access to capital markets, availability of sufficient cash flow to execute LINN’s business plan, implementation of LINN’s expense reduction strategy, continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids, ability to hedge future production, the ability to replace reserves and efficiently develop current reserves, the regulatory environment, and other important factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. See “Risk Factors” in LinnCo’s and LINN’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. Any forward-looking statement speaks only as of the date on which such statement is made.

Contacts:	LinnCo, LLC
	Investors and Media:
	Clay Jeansonne, Vice President – Investor and Public Relations
	(281) 840-4193
	Sarah Nordin, Public Relations and Media
	(713) 904-6605