Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
The information required
in 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).
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
1,342,300
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
1,342,300
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,342,300
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
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) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
2,058,900
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
2,058,900
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,900
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
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) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
454,100
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
454,100
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,100
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
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) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
241,300
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
241,300
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
241,300
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
295,200
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
295,200
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,200
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
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) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
3,664,451
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
3,664,451
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,664,451
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
123,200
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
123,200
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,200
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
320,549
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
320,549
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,549
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
8,179,451
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,179,451
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,179,451
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
295,200
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
295,200
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,200
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
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
-0-
|
|
6
|
SHARED VOTING POWER
320,549
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
320,549
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,549
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
13G
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x**
** The
reporting persons making this filing hold an aggregate of 8,500,000 Shares,
which is 9.8% 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.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
|
6
|
SHARED VOTING POWER
8,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,000
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
This
Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on June 24, 2019 (together
with all prior and current amendments thereto, this “Schedule 13G”).
Progenics Pharmaceuticals, Inc. (the “Company”)
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
One World Trade Center, 47th Floor, New York, New York 10007
|
|
Item 2.
|
Identity and Background
|
Title of Class of Securities and CUSIP Number (Items
2(d) and (e))
This statement relates to shares
of Common Stock, par value $0.0013 per share (the “Shares”) of the Company. The CUSIP number of the Shares is
743187106.
Name of Persons Filing, Address of Principal Business Office
and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities
and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
|
|
(i)
|
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with
respect to the Shares held by it;
|
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”),
with respect to the Shares held by it;
|
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP
II”), with respect to the Shares held by it;
|
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP
III”), with respect to the Shares held by it;
|
|
|
(v)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP
V”), with respect to the Shares held by it;
|
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI
II”), with respect to the Shares held by it;
|
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”),
with respect to the Shares held by it; and
|
|
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”),
with respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP
V, FCOI II, FCAMI and F5MI are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
|
|
(ix)
|
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General
Partner”), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member
of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
|
The FCIP V General Partner
|
|
(x)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP
V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
|
The F5MI General Partner
|
|
(xi)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”),
which is the general partner of F5MI, with respect to the Shares held by F5MI.
|
The Farallon Individual Reporting Persons
|
|
(xii)
|
The
following persons, each of whom is a managing member or senior managing member, as the
case may be, of the Farallon General Partner and a manager or senior manager, as the
case may be, of the FCIP V General Partner and the F5MI General Partner, with respect
to the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”),
Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”),
David T. Kim (“Kim”), Michael G. Linn (“Linn”),
Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”),
William Seybold (“Seybold”), Andrew J. M. Spokes (“Spokes”),
John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”).
|
Dreyfuss, Fisch,
Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon
Individual Reporting Persons.”
The citizenship
of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth
above. Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States. Spokes is a citizen
of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management,
L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
|
|
Item 3.
|
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is
an Entity Specified in (a) - (k):
|
Not applicable.
The information required by Items
4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for
each such Reporting Person.
The Shares reported
hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP,
FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner, may be deemed to be a beneficial
owner of all such Shares owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V,
may be deemed to be a beneficial owner of all such Shares owned by FCIP V. The F5MI General Partner, as general partner of F5MI,
may be deemed to be a beneficial owner of all such Shares owned by F5MI. Each of the Farallon Individual Reporting Persons, as
a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager,
as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment
discretion, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. Each of the Farallon General
Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any
beneficial ownership of any such Shares.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
|
|
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
|
The Reporting Persons are filing
this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the
Reporting Persons neither disclaim nor affirm the existence of a group among them.
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
By signing below I certify 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.
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: February 16, 2021
|
|
/s/ Michael B. Fisch
|
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
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.,
|
|
|
Farallon Capital Offshore Investors II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Michael B. Fisch, Managing Member
|
|
|
|
|
|
|
|
|
/s/ Michael B. Fisch
|
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Michael B. Fisch, Manager
|
|
|
|
|
|
|
|
|
/s/ Michael B. Fisch
|
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Michael B. Fisch, Manager
|
|
|
|
|
|
|
|
|
/s/ Michael B. Fisch
|
|
|
|
Michael B. Fisch, individually and as attorney-in-fact
for each of Philip D. Dreyfuss, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv
A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren
and Mark C. Wehrly
|
The Powers of Attorney executed by each
of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule
13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”)
on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated
by reference.
EXHIBIT INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant
to Section 240.13d-1(k) (previously filed)
|
Page 29 of
29 Pages