0000902664-14-003351.txt : 20140806 0000902664-14-003351.hdr.sgml : 20140806 20140806170714 ACCESSION NUMBER: 0000902664-14-003351 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140806 DATE AS OF CHANGE: 20140806 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: ROBERT SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13693 FILM NUMBER: 141020759 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: FOUR RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106878900 MAIL ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: FOUR RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 p14-1706sc13da.htm PENN VIRGINIA CORPORATION

  

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Penn Virginia Corporation

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

707882106

(CUSIP Number)
 

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 5, 2014

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* 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 ("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. 707882106SCHEDULE 13D/A Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Soros Fund Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

6,003,509 shares of Common Stock

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

6,003,509 shares of Common Stock

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,003,509 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.40%*

14

TYPE OF REPORTING PERSON

OO

 

* The Reporting Persons have an aggregate economic exposure of 9.38% of the Issuer's outstanding shares of Common Stock. See Item 6.

         

 

 
CUSIP No. 707882106SCHEDULE 13D/A Page 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

George Soros

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

6,003,509 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,003,509 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,003,509 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.40%*

14

TYPE OF REPORTING PERSON

IN

 

* The Reporting Persons have an aggregate economic exposure of 9.38% of the Issuer's outstanding shares of Common Stock. See Item 6.

         

 

 

 
CUSIP No. 707882106SCHEDULE 13D/A Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

Robert Soros

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

6,003,509 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,003,509 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,003,509 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.40%*

14

TYPE OF REPORTING PERSON

IN

 

* The Reporting Persons have an aggregate economic exposure of 9.38% of the Issuer's outstanding shares of Common Stock. See Item 6.

         

   

 

 
CUSIP No. 707882106SCHEDULE 13D/A Page 5 of 7 Pages

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 18, 2014 (the "Original Schedule 13D") and Amendment No 1. to the Schedule 13D filed with the SEC on June 25, 2014 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Penn Virginia Corporation, a Virginia corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 5 and 6 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
The Reporting Persons used a total of approximately $29,063,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.
 
The source of funding for the purchase of the Common Stock reported herein as beneficially owned by the Reporting Persons is the working capital of the Funds. The shares of Common Stock reported herein are or may be held from time to time in margin accounts established by the Funds with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER.
 
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 6,003,509 shares of Common Stock, constituting approximately 8.40% of the Issuer's currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 71,480,385 shares of Common Stock outstanding as of July 25, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed with the SEC on July 30, 2014.  The decrease in the Reporting Persons' percentage ownership since Amendment No. 1 primarily resulted from the increase in the number of outstanding shares of Common Stock since the filing of Amendment No. 1.

 

(i) SFM LLC
  (a) As of the date hereof, SFM LLC may be deemed the beneficial owner of 6,003,509 shares of Common Stock.
    Percentage: Approximately 8.40% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 6,003,509 shares of Common Stock
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 6,003,509 shares of Common Stock
    4. Shared power to dispose or direct the disposition: 0

 

 
CUSIP No. 707882106SCHEDULE 13D/A Page 6 of 7 Pages

 

(ii) George Soros:
  (a) As of the date hereof, George Soros may be deemed the beneficial owner of 6,003,509 shares of Common Stock.
    Percentage: Approximately 8.40% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 6,003,509 shares of Common Stock
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 6,003,509 shares of Common Stock

 

(iii) Robert Soros:
  (a) As of the date hereof, Robert Soros may be deemed the beneficial owner of 6,003,509 shares of Common Stock.
    Percentage: Approximately 8.40% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 6,003,509 shares of Common Stock
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 6,003,509 shares of Common Stock

 

(c) Other than the sale of the call options described in Item 6 of this Amendment No. 2, no transactions in the Common Stock were effected by SFM LLC during the past sixty days. The sale of such call options were effected in the open market.

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.
 
On July 1, 2014, SFM LLC sold call option contracts on 250,000 shares of Common Stock with an expiration date of July 19, 2014 and a strike price of $17.00.
 
Quantum Partners entered into cash-settled total return swap contracts with certain counterparties (the "Swaps"). The Swaps constitute economic exposure to 700,000 shares of Common Stock, or 0.98% of the shares of Common Stock outstanding. The Swaps have reference prices ranging from $12.181 to $12.9443 and expiration dates ranging from June 23, 2015 to August 11, 2015. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim beneficial ownership of any securities that may be referenced in such contracts or that may be held from time to time by the counterparty to the contracts.

 

 Other than as otherwise reported in the Schedule 13D, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

 

  

 
CUSIP No. 707882106SCHEDULE 13D/A Page 7 of 7 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 6, 2014

 

  SOROS FUND MANAGEMENT LLC
     
  By: /s/ Jay Schoenfarber
  Name: Jay Schoenfarber
  Title: Deputy General Counsel
     
     
  GEORGE SOROS
   
  By: /s/ Jay Schoenfarber
  Name: Jay Schoenfarber
  Title: Attorney-in-Fact
     
     
  ROBERT SOROS
     
  By: /s/ Jay Schoenfarber
  Name: Jay Schoenfarber
  Title: Attorney-in-Fact