0001140361-18-007870.txt : 20180214 0001140361-18-007870.hdr.sgml : 20180214 20180214123805 ACCESSION NUMBER: 0001140361-18-007870 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: A. DEV CHODRY GROUP MEMBERS: CRAIG EFFRON GROUP MEMBERS: CURTIS SCHENKER GROUP MEMBERS: OLD BELL ASSOCIATES LLC GROUP MEMBERS: OLD BELLOWS PARTNERS LP GROUP MEMBERS: SB SPECIAL SITUATION MASTER FUND SPC - PORTFOLIO F GROUP MEMBERS: SCOGGIN GP LLC GROUP MEMBERS: SCOGGIN MANAGEMENT LP GROUP MEMBERS: SCOGGIN WORLDWIDE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA PETROLEUM CORP CENTRAL INDEX KEY: 0001022646 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80205 FILM NUMBER: 18609890 BUSINESS ADDRESS: STREET 1: 400 N SAM HOUSTON PARKWAY E STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818760120 MAIL ADDRESS: STREET 1: 400 N SAM HOUSTON PARKWAY E STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Scoggin International Fund, Ltd. CENTRAL INDEX KEY: 0001571812 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MOURANT CAYMAN NOMINEES, LTD. STREET 2: 3RD FLOOR, HARBOUR CENTRE, P.O. BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: (212) 355-5600 MAIL ADDRESS: STREET 1: C/O MOURANT CAYMAN NOMINEES, LTD. STREET 2: 3RD FLOOR, HARBOUR CENTRE, P.O. BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 SC 13G/A 1 formsc13ga.htm SC 13G/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)

Ultra Petroleum Corp.
(Name of Issuer)

Common Shares, without par value
(Title of Class of Securities)

903914208
(CUSIP Number)
 
December 31, 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)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
 
13G
CUSIP No. 903914208
Page 2 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
Scoggin International Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(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
 
 
3,125,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,125,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,125,000
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.6%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
CO
 
 
 
 
 
13G
CUSIP No. 903914208
Page 3 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
Scoggin Worldwide Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(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
 
 
21,518
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
21,518
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,518
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
CO
 
 
 
 
 
13G
CUSIP No. 903914208
Page 4 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
SB Special Situation Master Fund SPC – Portfolio F
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(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
 
 
9,867,807
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,867,807
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,867,807
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
CO
 
 
 
 
 
13G
CUSIP No. 903914208
Page 5 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
Scoggin Management LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(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
 
 
3,125,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,125,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,125,000
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.6%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 

13G
CUSIP No. 903914208
Page 6 of 21 Pages

1
NAME OF REPORTING PERSON
 
 
Scoggin GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(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
 
 
3,125,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,125,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,125,000
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.6%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 
13G
CUSIP No. 903914208
Page 7 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
Old Bellows Partners LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(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
 
 
9,889,325
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
9,889,325
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,889,325
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

13G
CUSIP No. 903914208
Page 8 of 21 Pages

1
NAME OF REPORTING PERSON
 
 
Old Bell Associates LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,889,325
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,889,325
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,889,325
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
13G
CUSIP No. 903914208
Page 9 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
A. Dev Chodry
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
38,162
 
 
 
 
6
SHARED VOTING POWER
 
 
13,014,325
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
38,162
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
13,014,325
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
13,052,487
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.6%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
13G
CUSIP No. 903914208
Page 10 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
Craig Effron
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
150,000
 
 
 
 
6
SHARED VOTING POWER
 
 
13,014,325
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
150,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
13,014,325
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
13,164,325
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.6%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
13G
CUSIP No. 903914208
Page 11 of 21 Pages
 
1
NAME OF REPORTING PERSON
 
 
Curtis Schenker
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
215,000
 
 
 
 
6
SHARED VOTING POWER
 
 
13,014,325
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
215,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
13,014,325
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
13,229,325
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.7%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
Item 1(a).
Name of Issuer:
 
Ultra Petroleum Corp.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
400 North Sam Houston Parkway E., Suite 1200, Houston, Texas

Item 2(a).
Name of Persons Filing:
 
(i)
Scoggin International Fund, Ltd.
(ii)
Scoggin Worldwide Fund, Ltd.
(iii)
SB Special Situation Master Fund SPC – Portfolio F
(iv)
Scoggin Management LP
(v)
Scoggin GP LLC
(vi)
Old Bellows Partners LP
(vii)
Old Bell Associates LLC
(viii)
A. Dev Chodry
(ix)
Craig Effron
(x)
Curtis Schenker

(collectively, the “Reporting Persons” and each, a “Reporting Person”)

Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
Each of Scoggin International Fund, Ltd., Scoggin Worldwide Fund, Ltd. and SB Special Situation Master Fund SPC – Portfolio F has a business address at c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108,
Cayman Islands.
 
Each of the other Reporting Persons has a business address at 660 Madison Avenue, New York, NY 10065.
 
Item 2(c).
Citizenship or Place of Organization:
 
(i)
Scoggin International Fund, Ltd.
Cayman Islands
 
(ii)
Scoggin Worldwide Fund, Ltd.
Cayman Islands
 
(iii)
SB Special Situation Master Fund SPC – Portfolio F
Cayman Islands

(iv)
Scoggin Management LP
Delaware

(v)
Scoggin GP LLC
Delaware

(vi)
Old Bellows Partners LP
Delaware
 
(vii)
Old Bell Associates LLC
New York

(viii)
A. Dev Chodry
USA

(ix)
Craig Effron
USA
 
(x)
Curtis Schenker
USA
 
Item 2(d).
Title of Class of Securities:
 
Common Shares
 
Item 2(e).
CUSIP Number:
 
903914208
 
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)
☐
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 association 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 (15 U.S.C. 80a-3);
       
 
(j)
☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
       
 
(k)
☐
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.
 
(i)
Scoggin International Fund, Ltd.1
 
(a)
Amount beneficially owned: 3,125,0002
 
(b)
Percent of class: 1.6%3
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 3,125,000
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 3,125,000
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(ii)
Scoggin Worldwide Fund, Ltd.4
 
(a)
Amount beneficially owned: 21,518
 
(b)
Percent of class: 0.0%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 21,518
 
(ii)
Shared power to vote or to direct the vote: 0

(iii)
Sole power to dispose or to direct the disposition of: 21,518
 
 
1
The investment manager of Scoggin International Fund, Ltd. is Scoggin Management LP. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP.  Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP.  Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.

2
Includes 1,000,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
3
Percentages are based on 196,346,736 shares of common stock outstanding as of October 25, 2017 as reported in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017.
 
4
The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC.
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(iii)
SB Special Situation Master Fund SPC – Portfolio F5
 
(a)
Amount beneficially owned: 9,867,8076
 
(b)
Percent of class: 5.0%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 9,867,807
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 9,867,807
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(iv)
Scoggin Management LP7
 
(a)
Amount beneficially owned: 3,125,0008
 
(b)
Percent of class: 1.6%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 3,125,000
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 3,125,000
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
5
The investment manager of SB Special Situation Master Fund SPC – Portfolio F is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC.
 
6
Includes 750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
7
Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP.  Scoggin GP LLC is the general partner of Scoggin Management LP.  Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.
 
8
Includes 1,000,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
(v)
Scoggin GP LLC9
 
(a)
Amount beneficially owned: 3,125,00010
 
(b)
Percent of class: 1.6%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 3,125,000
 
(ii)
Shared power to vote or to direct the vote: 0
 
 
(iii)
Sole power to dispose or to direct the disposition of: 3,125,000
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(vi)
Old Bellows Partners LP11
 
(a)
Amount beneficially owned: 9,889,32512
 
(b)
Percent of class: 5.0%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 9,889,325
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 9,889,325
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
9
Scoggin GP LLC is the general partner of Scoggin Management LP.  Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker  are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP.  Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.
 
10
Includes 1,000,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
11
Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.  Craig Effron and Curtis Schenker are Co-Chief Investment Officer of Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  A. Dev Chodry is the managing member of Old Bell Associates LLC.
 
12
Includes 750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
(vii)
Old Bell Associates LLC13
 
(a)
Amount beneficially owned: 9,889,32514
 
(b)
Percent of class: 5.0%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 9,889,325
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 9,889,325
 
(viii)
A. Dev Chodry15
 
(a)
Amount beneficially owned: 13,052,48716
 
(b)
Percent of class: 6.6%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 38,162
 
(ii)
Shared power to vote or to direct the vote: 13,014,325
 
(iii)
Sole power to dispose or to direct the disposition of: 38,162
 
(iv)
Shared power to dispose or to direct the disposition of: 13,014,325
 
 
13
Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.  Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.  Craig Effron and Curtis Schenker are Co-Chief Investment Officers of Event Driven Strategies for Old Bellows Partners LP.
 
14
Includes 750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
15
A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bell Associates LLC is the general partner of Old Bellows Partners LP.  Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.
 
16
Includes 1,750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
(ix)
Craig Effron17
 
(a)
Amount beneficially owned: 13,164,32518
 
(b)
Percent of class: 6.6%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 150,000
 
(ii)
Shared power to vote or to direct the vote: 13,014,325
 
(iii)
Sole power to dispose or to direct the disposition of: 150,000
 
(iv)
Shared power to dispose or to direct the disposition of: 13,014,325
 
(x)
Curtis Schenker19
 
(a)
Amount beneficially owned: 13,229,32520
 
(b)
Percent of class: 6.7%
 
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 215,00021
 
(ii)
Shared power to vote or to direct the vote: 13,014,325
 
 
17
Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP.  Craig Effron is a managing member of Scoggin GP LLC. Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP.  Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.
 
18
Includes 1,750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
19
Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd.  Scoggin GP LLC is the general partner of Scoggin Management LP.  Curtis Schenker is a managing member of Scoggin GP LLC.  Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.
 
20
Includes 1,750,000 shares of common stock issuable pursuant to options exercisable within 60 days of December 31, 2017.
 
21
Includes 140,000 shares held in accounts as to which Curtis Schenker has discretionary authority.
 
(iii)
Sole power to dispose or to direct the disposition of: 103,466
 
(iv)
Shared power to dispose or to direct the disposition of: 13,014,325

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 five percent of the class of securities, check the following ☐.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
A person other than the Reporting Persons has the right to receive dividends from, or the proceeds from the sale of, such securities with respect to the 140,000 shares held in certain accounts as to which Curtis Schenker has discretionary authority.

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 the undersigned certifies 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, other than activities solely in connection with a nomination under § 240.14a-11.
 
SIGNATURE
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the Reporting Person on whose behalf the undersigned is executing this statement is true, complete and correct.
 
Dated as of February 14, 2018
Scoggin International Fund, Ltd.
   
 
By: Scoggin Management LP, as Investment Manager
 
By: Scoggin GP LLC, its General Partner
    
 
By: /s/ Craig Effron
 
Name:
Craig Effron
 
Title:
Managing Member

Dated as of February 14, 2018
Scoggin Worldwide Fund, Ltd.
   
 
By: Old Bellows Partners LP, as Investment Manager
 
By: Old Bell Associates LLC, its General Partner
    
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
Managing Member

Dated as of February 14, 2018
SB Special Situation Master Fund SPC – Portfolio F
   
 
By: Old Bellows Partners LP, as Investment Manager
 
By: Old Bell Associates LLC, its General Partner
    
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
Managing Member

Dated as of February 14, 2018
Scoggin Management LP
    
 
By: Scoggin GP LLC, its General Partner
    
 
By: /s/ Craig Effron
 
Name:
Craig Effron
Title:
Managing Member
 
Dated as of February 14, 2018
Scoggin GP LLC
    
 
By: /s/ Craig Effron
 
Name:
Craig Effron
 
Title:
Managing Member

Dated as of February 14, 2018
Old Bellows Partners LP
   
 
By: Old Bell Associates LLC, its General Partner
   
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
Managing Member

Dated as of February 14, 2018
Old Bell Associates LLC
    
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
Managing Member

Dated as of February 14, 2018
/s/ A. Dev Chodry
 
A. Dev Chodry

Dated as of February 14, 2018
/s/ Craig Effron
 
Craig Effron

Dated as of February 14, 2018
/s/ Curtis Schenker
 
Curtis Schenker
 
EXHIBITS  INDEX
 
EXHIBIT NO.
 
EXHIBITS
 
Agreement of Joint Filing
 
 
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99,1
 
Agreement of Joint Filing
 
Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing.
 
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated as of February 14, 2018
Scoggin International Fund, Ltd.
   
 
By: Scoggin Management LP, as Investment Manager
 
By: Scoggin GP LLC, its General Partner
    
 
By: /s/ Craig Effron
 
Name:
Craig Effron
 
Title:
Managing Member

Dated as of February 14, 2018
Scoggin Worldwide Fund, Ltd.
   
 
By: Old Bellows Partners LP, as Investment Manager
 
By: Old Bell Associates LLC, its General Partner
    
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
Managing Member

Dated as of February 14, 2018
SB Special Situation Master Fund SPC – Portfolio F
   
 
By: Old Bellows Partners LP, as Investment Manager
 
By: Old Bell Associates LLC, its General Partner
    
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
Managing Member
 
Dated as of February 14, 2018
Scoggin Management LP
    
 
By: Scoggin GP LLC, its General Partner
    
 
By: /s/ Craig Effron
 
Name: Craig Effron
 
Title:
Managing Member

Dated as of February 14, 2018
Scoggin GP LLC
    
 
By: /s/ Craig Effron
 
Name:
Craig Effron
 
Title:
Managing Member

Dated as of February 14, 2018
Old Bellows Partners LP
   
 
By: Old Bell Associates LLC, its General Partner
   
 
By: /s/ A. Dev Chodry
 
Name:
A. Dev Chodry
 
Title:
 Managing Member

Dated as of February 14, 2018
Old Bell Associates LLC
   
 
By: /s/ A. Dev Chodry
 
Name:
 A. Dev Chodry
 
Title:
 Managing Member

Dated as of February 14, 2018
/s/ A. Dev Chodry
 
A. Dev Chodry

Dated as of February 14, 2018
/s/ Craig Effron
 
Craig Effron

Dated as of February 14, 2018
/s/ Curtis Schenker
 
Curtis Schenker