0001013594-19-000294.txt : 20190328 0001013594-19-000294.hdr.sgml : 20190328 20190328170145 ACCESSION NUMBER: 0001013594-19-000294 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190328 DATE AS OF CHANGE: 20190328 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: 19712708 BUSINESS ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7137226500 MAIL ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Partners Master Fund, Ltd. CENTRAL INDEX KEY: 0001569227 IRS NUMBER: 981083428 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2128979537 MAIL ADDRESS: STREET 1: 645 MADISON AVE, 14 FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 pennvirginia13da-032819.htm MARCH 28, 2019
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 5)*
Penn Virginia Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
70788V300 and 70788V102
(CUSIP Number)

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 26, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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 NOS. 70788V300 AND 70788V102
1.
NAMES OF REPORTING PERSONS
 
Mangrove Partners Master Fund, Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
1,615,497
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
1,615,497
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,497
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP NOS. 70788V300 AND 70788V102
1.
NAMES OF REPORTING PERSONS
 
Mangrove Partners
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
1,615,497
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
1,615,497
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,497
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP NOS. 70788V300 AND 70788V102
1.
NAMES OF REPORTING PERSONS
 
Nathaniel August
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
1,615,497
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
1,615,497
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,497
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
14.
TYPE OF REPORTING PERSON
 
IN
 

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended to add the following:
Mangrove is pleased that the Issuer and Denbury have agreed mutually to terminate the proposed transaction and intends to engage with the Issuer and its management with regard to its operations, standalone business plan and composition of the Board.



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:
March 28, 2019

 
THE MANGROVE PARTNERS MASTER FUND, LTD.
     
 
By:
MANGROVE PARTNERS,
as Investment Manager
     
 
By:
 /s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE PARTNERS
     
 
By:
 /s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 

  /s/ Nathaniel August
 
NATHANIEL AUGUST