-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JeEoz4t25XRLTUYD0Bvb+8mmZdXTo6HX6Xu9/4sjdG5OFuvahFibnyr+4nLhwqwA TTXjaB/Pv5gEGLGVSGyMlg== 0001313250-09-000019.txt : 20090312 0001313250-09-000019.hdr.sgml : 20090312 20090312171151 ACCESSION NUMBER: 0001313250-09-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090312 DATE AS OF CHANGE: 20090312 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: ASHISH H. PANT GROUP MEMBERS: DANIEL J. HIRSCH GROUP MEMBERS: DAVID I. COHEN GROUP MEMBERS: DOUGLAS M. MACMAHON GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON FCIP, LTD. GROUP MEMBERS: FARALLON FCOI II, LTD. GROUP MEMBERS: FARALLON FCP, LTD. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: G. RAYMOND ZAGE III GROUP MEMBERS: JASON E. MOMENT GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: NOONDAY ASSET MANAGEMENT ASIA PTE. LTD. GROUP MEMBERS: NOONDAY CAPITAL PARTNERS, L.L.C. GROUP MEMBERS: NOONDAY CAPITAL, L.L.C. GROUP MEMBERS: NOONDAY G.P. (U.S.), L.L.C. GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: RICHARD H. VOON GROUP MEMBERS: SAURABH K. MITTAL GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: THOMAS G. ROBERTS, JR. GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PT Indosat Tbk CENTRAL INDEX KEY: 0000929700 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: K8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53745 FILM NUMBER: 09676568 BUSINESS ADDRESS: STREET 1: INDOSAT BUILDING STREET 2: JALAN MEDAN MERDEKA BARAT 21 CITY: JAKARTA STATE: K8 ZIP: 10110 BUSINESS PHONE: 0213802614 MAIL ADDRESS: STREET 1: INDOSAT BUILDING STREET 2: JALAN MEDAN MERDEKA BARAT 21 CITY: JAKARTA STATE: K8 ZIP: 10110 FORMER COMPANY: FORMER CONFORMED NAME: P T INDOSAT TBK DATE OF NAME CHANGE: 19940915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Noonday Asset Management, L.P. CENTRAL INDEX KEY: 0001313250 IRS NUMBER: 331106238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704)333-9192 MAIL ADDRESS: STREET 1: 227 WEST TRADE STREET, SUITE 2140 CITY: CHARLOTTE STATE: NC ZIP: 28202 SC 13D/A 1 newptindosat13d.htm
 
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)    *

 

 

PT Indosat Tbk

(Name of Issuer)

 

Class B Shares and American Depositary Shares

(Title of Class of Securities)

 

744383100

(Cusip Number)

 

Mark C. Wehrly

Farallon Capital Management, L.L.C.

One Maritime Plaza, Suite 2100

San Francisco, California 94111

(415) 421-2132

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

 

March 6, 2009

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 (“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).

 

(Continued on following pages)

Page 1 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Asset Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, PN

Page 2 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday G.P. (U.S.), L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 3 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Capital, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 4 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

David I. Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 5 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Saurabh K. Mittal

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 6 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Thomas G. Roberts, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 7 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Asset Management Asia Pte. Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

Page 8 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

G. Raymond Zage III

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

135,704,439

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

135,704,439

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,704,439

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 9 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Noonday Capital Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

2,757,850

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,757,850

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,757,850

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 10 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

26,235,675

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

26,235,675

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,235,675

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

Page 11 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

20,725,400

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

20,725,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,725,400

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

Page 12 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,097,250

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,097,250

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,097,250

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

Page 13 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

1,842,900

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,842,900

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,842,900

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

Page 14 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK 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

 

23,880,649

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

23,880,649

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

23,880,649

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

Page 15 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon FCP, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

8,740,425

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

8,740,425

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,740,425

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 16 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon FCIP, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

6,904,050

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

6,904,050

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,904,050

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 17 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon FCOI II, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK 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

 

8,869,451

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

8,869,451

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,869,451

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 18 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

60,042,150

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

60,042,150

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

60,042,150

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, OO

Page 19 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

-0-

8

SHARED VOTING POWER

 

102,053,650

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

102,053,650

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

102,053,650

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.9%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

Page 20 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

William F. Duhamel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 21 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 22 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Daniel J. Hirsch

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 23 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Monica R. Landry

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 24 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Douglas M. MacMahon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 25 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

William F. Mellin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 26 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Stephen L. Millham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 27 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Jason E. Moment

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 28 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Ashish H. Pant

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 29 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 30 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

[     ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 31 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Thomas F. Steyer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 32 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Richard H. Voon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 33 of 76 Pages

13D

CUSIP No. 744383100

 

 

1

NAMES OF REPORTING PERSONS

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

** The reporting persons making this filing hold an aggregate of 162,095,800 Shares, which is 3.0% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

N/A

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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

 

162,095,800

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

162,095,800

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

162,095,800

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

Page 34 of 76 Pages

               Preliminary Note: This statement relates to Class B Shares, par value Rp 100 per share (the “Shares”), and American Depositary Shares, each representing 50 Shares (the “ADSs” and, together with the Shares, the “Securities”) of PT Indosat Tbk (the “Company”). All numbers and percentages contained in this Schedule 13D represent beneficial ownership of Shares, unless stated otherwise. All percentages were calculated based on the 5,433,933,499 Shares outstanding as of September 30, 2008 as reported by the Company in its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on January 20, 2009.

This Amendment No. 3 to Schedule 13D amends the Schedule 13D initially filed on July 7, 2008 (together with all prior and current amendments thereto, this “Schedule 13D”).

 

Item 5. Interest In Securities Of The Issuer

 

Item 5 is amended and restated in its entirety as follows:

 

 

(a)

The Noonday Sub-adviser Entities  

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Noonday Sub-adviser Entity is incorporated herein by reference for each such Noonday Sub-adviser Entity.

 

 

(c)

None.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Funds and the Farallon Trusts as reported herein. Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

As of March 6, 2009, each of the Noonday Sub-Adviser Entities may no longer be deemed the beneficial owner of more than five percent of the class of securities.

 

Page 35 of 76 Pages

 

(b)

The Noonday Individual Reporting Persons

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Noonday Individual Reporting Person is incorporated herein by reference for each such Noonday Individual Reporting Person.

 

 

(c)

None.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Funds and the Farallon Trusts as reported herein. Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

As of March 6, 2009, each of the Noonday Individual Reporting Persons may no longer be deemed the beneficial owner of more than five percent of the class of securities.

 

 

(c)

The Funds

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Fund is incorporated herein by reference for each such Fund.

 

 

(c)

The trade dates, number of Securities purchased or sold and the price per Security (including commissions) for all purchases and sales of the Securities by the Funds in the past 60 days are set forth on Schedules A-F hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Funds as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief

Page 36 of 76 Pages

 

 

 

executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday-Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

As of March 6, 2009, each of the Funds ceased to be the beneficial owner of more than five percent of the class of securities.

 

 

(d)

The Farallon Trusts

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Trust is incorporated herein by reference.

 

 

(c)

The trade dates, number of Securities purchased or sold and the price per Security (including commissions) for all purchases and sales of the Securities by the Farallon Trusts in the past 60 days are set forth on Schedules G-I hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of the dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Farallon Trusts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

As of March 6, 2009, each of the Farallon Trusts ceased to be the beneficial owner of more than five percent of the class of securities.

 

 

(e)

The Management Company

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.

 

 

(c)

The trade dates, number of Securities purchased or sold and the price per Security (including commissions) for all purchases and sales of the Securities by the Management Company on behalf of the Managed Accounts in the past 60 days are set forth on Schedule J hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

Page 37 of 76 Pages                       

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday-Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of the Management Company.

 

 

(e)

As of March 6, 2009, the Management Company may no longer be deemed the beneficial owner of more than five percent of the class of securities.

 

 

(e)

The Farallon General Partner

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

 

 

(c)

None.

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Funds and the Farallon Trusts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday-Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 

 

(e)

As of March 6, 2009, the Farallon General Partner may no longer be deemed the beneficial owner of more than five percent of the class of securities.

 

 

(f)

The Farallon Individual Reporting Persons

 

 

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

 

 

(c)

None.

Page 38 of 76 Pages

 

 

(d)

Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Funds and the Farallon Trusts as reported herein. Each of the First Noonday Sub-adviser, the Second Noonday Sub-adviser, the Third Noonday Sub-adviser and the Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all or certain of the Securities held by the Managed Accounts as reported herein. The Noonday General Partner is the general partner of the Second Noonday Sub-adviser. The Noonday Individual Reporting Persons are managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday-Sub-adviser, as applicable. The Farallon Individual Reporting Persons are managing members of both the Farallon General Partner and the Management Company.

 

 

(e)

As of March 6, 2009, each of the Farallon Individual Reporting Persons may no longer be deemed the beneficial owner of more than five percent of the class of securities.

 

The Securities reported hereby for the Funds and the Farallon Trusts are owned directly by the Funds and the Farallon Trusts, as applicable, and those reported by the Management Company on behalf of the Managed Accounts are owned directly by the Managed Accounts. The First Noonday Sub-adviser, the Second Noonday Sub-adviser and the Third Noonday Sub-adviser, as sub-investment advisers to the Funds, the Farallon Trusts and the Managed Accounts, may be deemed to be the beneficial owners of all such Securities owned by the Noonday Fund and certain of such Securities owned by the Farallon Funds, the Farallon Trusts and the Managed Accounts. The Noonday General Partner, as general partner to the Second Noonday Sub-adviser, may be deemed to be the beneficial owner of all such Securities owned by the Noonday Fund and certain of such Securities owned by the Farallon Funds, the Farallon Trusts and the Managed Accounts. The Noonday Individual Reporting Persons, as managing members or managing director/chief executive officer of the First Noonday Sub-adviser, the Noonday General Partner or the Third Noonday-Sub-adviser, as applicable, may each be deemed to be the beneficial owner of all such Securities owned by the Noonday Fund and certain of such Securities owned by the Farallon Funds, the Farallon Trusts and the Managed Accounts. The Management Company, as investment adviser to the Managed Accounts, may be deemed to be the beneficial owner of all such Securities owned by the Managed Accounts. The Farallon General Partner, as general partner to the Farallon Funds, a trustee of the Farallon Trusts and managing member of the Noonday Fund, may be deemed to be the beneficial owner of all such Securities owned by the Funds and the Farallon Trusts. The Farallon Individual Reporting Persons, as managing members of both the Management Company and the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Securities owned by the Funds, the Farallon Trusts and the Managed Accounts. Each of the Noonday Sub-adviser Entities, the Management Company, the Farallon General Partner and the Individual Reporting Persons hereby disclaims any beneficial ownership of any such Securities.

Page 39 of 76 Pages              

SIGNATURES

 

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

 

Dated: March 12, 2009

 

/s/ Monica R. Landry

NOONDAY G.P. (U.S.), L.L.C.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

NOONDAY CAPITAL, L.L.C.,

On its own behalf

and as the General Partner of

NOONDAY ASSET MANAGEMENT, L.P.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

NOONDAY ASSET MANAGEMENT ASIA PTE. LTD.

By Monica R. Landry, Attorney-in-fact

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf,

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

as the Managing Member of

NOONDAY CAPITAL PARTNERS, L.L.C.

and as a Trustee of

FARALLON FCP, LTD.,

FARALLON FCIP, LTD. and

FARALLON FCOI II, LTD.

By Monica R. Landry, Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry, Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for each of David I. Cohen, William F. Duhamel, Richard B. Fried, Daniel J. Hirsch, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Saurabh K. Mittal,

Page 40 of 76 Pages                  

Jason E. Moment, Rajiv A. Patel, Ashish H. Pant, Thomas G. Roberts, Jr., Andrew J. M. Spokes, Thomas F. Steyer, Richard H. Voon, Mark C. Wehrly and and G. Raymond Zage III

 

The Power of Attorney executed by each of Noonday G.P. (U.S.), L.L.C., Noonday Asset Management, L.P., Noonday Capital, L.L.C. and Cohen authorizing Landry to sign and file this Schedule 13D on its or his behalf, which was filed with Amendment No. 5 to the Schedule 13G filed with the Securities and Exchange Commission on January 10, 2005 by such Reporting Persons with respect to the Common Stock of Catalytica Energy Systems, Inc.,is hereby incorporated by reference. The Power of Attorney executed by Mittal authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 6 to the Schedule 13G filed with the Securities and Exchange Commission on October 5, 2005 by such Reporting Person with respect to the Common Stock of Catalytica Energy Systems, Inc., is hereby incorporated by reference. The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference. The Power of Attorney executed by each of Noonday Asset Management Asia Pte. Ltd. and Zage authorizing Landry to sign and file this Schedule 13D on its or his behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on January 28, 2008 by such Reporting Persons with respect to the American Depositary Shares of 51job, Inc., is hereby incorporated by reference. The Power of Attorney executed by each of Hirsch and Voon authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on January 6, 2009 by such Reporting Persons with respect to the Common Stock of Town Sports International Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Roberts authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission on January 8, 2009 by such Reporting Person with respect to the Common Stock of Reddy Ice Holdings, Inc., is hereby incorporated by reference.

Page 41 of 76 Pages           

SCHEDULE A

 

NOONDAY CAPITAL PARTNERS, L.L.C.  

 

 

 

TRADE DATE

 

NO. OF      

SHARES SOLD

 

PRICE PER             

SHARE (Rp)          

 

2/23/2009

17,500

4,208.39

2/23/2009

5,100

4,208.39

2/23/2009

12,400

4,208.39

2/23/2009

35,000

4,208.39

2/23/2009

15,000

4,208.39

2/23/2009

12,100

4,208.39

2/23/2009

7,500

4,208.39

2/23/2009

30,000

4,208.39

2/23/2009

25,000

4,208.39

2/23/2009

30,000

4,208.39

2/23/2009

10,000

4,208.39

2/23/2009

10,000

4,208.39

2/23/2009

13,100

4,208.39

2/23/2009

14,000

4,208.39

2/23/2009

8,900

4,208.39

2/23/2009

6,900

4,208.39

2/23/2009

1,700

4,208.39

2/24/2009

19,300

4,392.03

2/24/2009

17,200

4,392.03

2/24/2009

61,500

4,392.03

2/25/2009

19,500

4,350.40

2/25/2009

2,900

4,350.40

2/25/2009

7,200

4,350.40

2/25/2009

33,200

4,350.40

2/25/2009

10,500

4,350.40

2/26/2009

11,500

4,281.35

3/3/2009

8,100

4,183.32

3/3/2009

30,000

4,183.32

3/3/2009

6,800

4,183.32

3/3/2009

2,600

4,183.32

3/4/2009

31,100

4,229.04

3/4/2009

25,000

4,229.04

3/4/2009

19,500

4,229.04

3/4/2009

34,500

4,229.04

3/5/2009

200

4,284.29

3/5/2009

35,100

4,284.29

3/5/2009

25,000

7,362.14

3/5/2009

14,000

7,362.14

3/5/2009

10,200

7,362.14

3/5/2009

25,800

7,362.14

3/5/2009

34,300

7,362.14

3/5/2009

37,500

7,362.14

3/5/2009

18,000

7,362.14

3/5/2009

21,000

7,362.14

3/5/2009

18,900

7,362.14

3/5/2009

60,000

7,362.14

Page 42 of 76 Pages

 

3/5/2009

10,000

7,362.14

3/5/2009

14,900

7,362.14

3/5/2009

22,500

7,362.14

3/5/2009

4,500

7,362.14

3/5/2009

17,000

7,362.14

3/5/2009

47,000

7,362.14

3/5/2009

35,000

7,362.14

3/5/2009

12,000

7,362.14

3/5/2009

35,000

7,362.14

3/5/2009

12,500

7,362.14

3/5/2009

18,000

7,362.14

3/5/2009

26,500

7,362.14

3/5/2009

22,000

7,362.14

3/5/2009

12,500

7,362.14

3/5/2009

70,000

7,362.14

3/5/2009

37,500

7,362.14

3/5/2009

37,500

7,362.14

3/5/2009

87,500

7,362.14

3/5/2009

87,500

7,362.14

3/5/2009

87,500

7,362.14

3/5/2009

52,500

7,362.14

3/5/2009

40,000

7,362.14

3/5/2009

114,500

7,362.14

3/5/2009

70,000

7,362.14

3/5/2009

56,800

7,362.14

3/5/2009

26,500

7,362.14

3/5/2009

124,500

7,362.14

3/5/2009

150,000

7,362.14

3/5/2009

303,500

7,362.14

3/5/2009

250,000

7,362.14

3/5/2009

3,500

7,362.14

3/5/2009

187,500

7,362.14

3/5/2009

50,000

7,362.14

3/5/2009

112,500

7,362.14

3/5/2009

25,000

7,362.14

3/5/2009

57,500

7,362.14

3/5/2009

101,000

7,362.14

3/5/2009

37,500

7,362.14

3/5/2009

175,000

7,362.14

3/5/2009

27,500

7,362.14

3/5/2009

271,500

7,362.14

3/5/2009

117,000

7,362.14

3/5/2009

143,000

7,362.14

3/5/2009

97,000

7,362.14

3/5/2009

96,000

7,362.14

3/5/2009

73,000

7,362.14

3/5/2009

90,000

7,362.14

3/5/2009

42,000

7,362.14

3/5/2009

45,000

7,362.14

3/5/2009

62,500

7,362.14

3/5/2009

212,000

7,362.14

3/5/2009

112,500

7,362.14

3/5/2009

202,500

7,362.14

3/6/2009

29,400

4,280.68

3/11/2009

13,800

4,354.47

3/11/2009

70,900

4,354.47

Page 43 of 76 Pages

 

 

 

TRADE DATE

 

NO. OF    

ADSs SOLD

 

PRICE PER

ADS ($)

 

3/5/2009

100

31.01

3/5/2009

400

31.01

3/5/2009

405

31.01

 

 

 

 

 

Page 44 of 76 Pages

SCHEDULE B

 

FARALLON CAPITAL PARTNERS, L.P.

 

 

 

TRADE DATE

 

NO. OF   

SHARES SOLD

 

PRICE PER         

SHARE (Rp)       

 

2/23/2009

215,625

      4,208.39

2/23/2009

60,975

      4,208.39

2/23/2009

24,375

      4,208.39

2/23/2009

24,375

      4,208.39

2/23/2009

66,750

      4,208.39

2/23/2009

97,500

      4,208.39

2/23/2009

36,775

      4,208.39

2/23/2009

36,000

      4,208.39

2/23/2009

225,000

      4,208.39

2/23/2009

67,500

      4,208.39

2/23/2009

22,050

      4,208.39

2/23/2009

53,025

      4,208.39

2/23/2009

153,750

      4,208.39

2/23/2009

75,000

      4,208.39

2/23/2009

63,450

      4,208.39

2/23/2009

39,375

      4,208.39

2/23/2009

161,250

      4,208.39

2/23/2009

53,925

      4,208.39

2/23/2009

64,725

      4,208.39

2/23/2009

21,600

      4,208.39

2/23/2009

21,600

      4,208.39

2/23/2009

37,950

      4,208.39

2/23/2009

42,000

      4,208.39

2/23/2009

31,875

      4,208.39

2/23/2009

74,250

      4,208.39

2/23/2009

199,800

      4,208.39

2/23/2009

90,525

      4,208.39

2/23/2009

364,875

      4,208.39

2/24/2009

151,200

      4,392.03

2/24/2009

322,525

      4,392.03

2/24/2009

75,725

      4,392.03

2/24/2009

157,500

      4,392.03

2/24/2009

216,600

      4,392.03

2/24/2009

11,850

      4,392.03

2/25/2009

113,100

      4,350.40

2/25/2009

373,200

      4,350.40

2/25/2009

118,100

      4,350.40

2/25/2009

95,100

      4,350.40

2/26/2009

17,800

      4,281.35

2/26/2009

11,175

      4,281.35

2/26/2009

80,925

      4,281.35

3/3/2009

73,300

      4,183.32

3/3/2009

90,000

      4,183.32

3/3/2009

289,950

      4,183.32

3/3/2009

50

      4,183.32

3/4/2009

169,900

      4,229.04

Page 45 of 76 Pages

 

3/4/2009

440,625

4,229.04

3/4/2009

157,600

4,229.04

3/4/2009

84,375

4,229.04

3/4/2009

80,200

4,229.04

3/4/2009

118,500

4,229.04

3/5/2009

39,050

4,284.29

3/5/2009