Amended Statement of Ownership (sc 13g/a)
January 26 2017 - 10:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
SunEdison
Semiconductor Limited
|
Ordinary
Shares, no par value
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(Title
of Class of Securities)
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December
31, 2016
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*
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 the disclosures provided
in a prior cover page.
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).
CUSIP Number: Y8213L102
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Page
2
out of 9 pages
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1.
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NAME OF REPORTING PERSONS
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COLTRANE
ASSET MANAGEMENT, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN;
IA
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CUSIP Number: Y8213L102
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Page
3
out of 9 pages
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1.
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NAME OF REPORTING PERSONS
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COLTRANE ASSET MANAGEMENT HOLDINGS,
LTD.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO;
HC
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CUSIP Number: Y8213L102
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Page
4
out of 9 pages
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1.
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NAME OF REPORTING PERSONS
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COLTRANE
MASTER FUND, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
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|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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|
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
[_]
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP Number: Y8213L102
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Page
5
out of 9 pages
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1.
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NAME OF REPORTING PERSONS
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COLTRANE
GP, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
|
SOLE VOTING POWER
|
|
|
|
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0
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6.
|
SHARED VOTING POWER
|
|
|
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|
0
|
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7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
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|
0
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|
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8.
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SHARED DISPOSITIVE POWER
|
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|
|
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0
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|
|
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
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0%
|
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|
|
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
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|
OO; HC
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CUSIP Number: Y8213L102
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Page
6
out of 9 pages
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1.
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NAME OF REPORTING PERSONS
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MANDEEP MANKU
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
(a) [_]
|
|
|
(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
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5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
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|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
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8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
0
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
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0%
|
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|
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12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN; HC
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CUSIP Number: Y8213L102
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Page
7
out of 9 pages
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Item
1.
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(a).
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Name
of Issuer:
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SunEdison
Semiconductor Limited (the “Issuer”).
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(b).
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Address
of issuer’s principal executive offices:
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11
Lorong 3 Toa Payoh
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Singapore
319579
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Item
2.
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(a).
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Name
of person filing:
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The
Statement is filed on behalf of each of the follower persons (collectively, the “Reporting Persons”):
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i)
Coltrane Asset Management, L.P. (“CAM”);
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ii)
Coltrane Asset Management Holdings, Ltd. (“CAMH”);
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iii)
Coltrane Master Fund, L.P. (“CMF”);
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iv)
Coltrane GP, LLC (“CGP”); and
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v)
Mandeep Manku.
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CAM
serves as investment manager to CMF. As such, CAM has been granted investment discretion over portfolio investments held for
the account of CMF. CGP is the general partner of CMF. CAMH is the general partner of CAM. Mandeep Manku is the sole member
of CGP and the sole shareholder of CAMH.
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(b).
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Address
or principal business office or, if none, residence:
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The
address of the principal business office of each Reporting Person is 250 West 55
th
Street, 16
th
Floor,
New York, NY 10019.
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(c).
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Citizenship:
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i)
CAM is a Cayman Islands exempted limited partnership;
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ii)
CAMH is Cayman Islands exempted company;
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iii)
CMF is a Cayman Islands exempted limited partnership;
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iv)
CGP is a Delaware limited liability company; and
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v)
Mandeep Manku is a Canadian Citizen
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(d).
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Title
of class of securities:
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Ordinary
Shares, no par value (the “Shares”).
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(e).
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CUSIP
Number:
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Y8213L102
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CUSIP Number: Y8213L102
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Page
8
out of 9 pages
|
Item
3.
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If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is
a:
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N/A
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount
beneficially owned:
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0
Shares
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(b)
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Percent
of class:
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0%
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(c)
|
Number
of shares as to which each person has:
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(i)
|
Sole
power to vote or to direct the vote
CAM:
0
CAMH:
0
CMF:
0
CGP:
0
Mandeep
Manku: 0
|
|
|
|
|
|
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(ii)
|
Shared
power to vote or to direct the vote
CAM:
0
CAMH:
0
CMF:
0
CGP:
0
Mandeep
Manku: 0
|
|
|
|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
CAM:
0
CAMH:
0
CMF:
0
CGP:
0
Mandeep
Manku: 0
|
|
|
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of
CAM:
0
CAMH:
0
CMF:
0
CGP:
0
Mandeep
Manku: 0
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X].
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
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|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
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N/A
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Item
9.
|
Notice
of Dissolution of the Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
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N/A
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Item
10.
|
Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
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CUSIP Number: Y8213L102
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Page
9
out of 9 pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
January 26, 2017
|
COLTRANE
ASSET MANAGEMENT, L.P.
|
|
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|
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By:
|
/s/
George Cairoli
|
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|
George
Cairoli, Chief Financial Officer
|
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COLTRANE
ASSET MANAGEMENT HOLDINGS, LTD.
|
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By:
|
/s/
George Cairoli
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George
Cairoli, Authorized Person
|
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COLTRANE
MASTER FUND, L.P.
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By:
|
/s/
George Cairoli
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George
Cairoli, Authorized Person
|
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COLTRANE
GP, LLC
|
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By:
|
/s/
George Cairoli
|
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George
Cairoli, Authorized Person
|
|
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|
MANDEEP
MANKU
|
|
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|
By:
|
/s/
Mandeep Manku
|
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