UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Peabody Energy Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
704551100
(CUSIP Number)
Logan Moncrief
Thomist Capital Management, LP
3773 Richmond Ave., Suite 777
Houston, TX 77046
(832) 678-2412
with a copy to:
Jason M. Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street, Suite 1800
Dallas, Texas 75201
(214) 969-2800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 14, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
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*
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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.
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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).
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CUSIP No. 704551100
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Thomist Capital Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
6,394,172
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
6,394,172
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,394,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% (1)
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14
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TYPE OF REPORTING PERSON
PN, IA
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(1)
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Based on 125.9 million shares of Common Stock, of the Issuer outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission (“SEC”) on August 8, 2024.
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CUSIP No. 704551100
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Thomist Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
6,394,172
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
6,394,172
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,394,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% (1)
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14
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TYPE OF REPORTING PERSON
OO, HC
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(1)
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Based on 125.9 million shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8,
2024.
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CUSIP No. 704551100
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
The Thomist Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
3,314,619
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,314,619
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,314,619
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% (1)
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14
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TYPE OF REPORTING PERSON
PN
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(1)
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Based on 125.9 million shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8,
2024.
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CUSIP No. 704551100
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Brian Kuzma
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
6,394,172
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
6,394,172
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,394,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% (1)
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14
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TYPE OF REPORTING PERSON
IN, HC
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(1)
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Based on 125.9 million shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8,
2024.
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AMENDMENT NO. 2 TO SCHEDULE 13D
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by the Reporting Persons on August 20, 2024, as amended by Amendment No. 1 filed
on September 24, 2024. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in
all other items, as applicable.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated in its entirety to read as follows:
The Fund used approximately $78,000,221 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock held by it reported in this
Schedule 13D. The Managed Accounts used approximately $69,891,095 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock held by the Managed Accounts
reported in this Schedule 13D.
The source of the funds used to acquire the shares of Common Stock reported herein was the working capital of the Fund and the Managed Accounts, which at any given time may include funds borrowed on margin in the ordinary
course and on customary terms.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented and superseded, as the case may be, as follows:
The shares of Common Stock and call options directly held by the Fund and the Managed Accounts and beneficially owned by the Reporting Persons reported
herein were acquired for investment purposes in the ordinary course of business in the belief that the Common Stock is undervalued and represents an attractive investment opportunity.
As previously disclosed, The Reporting Persons remain engaged in a constructive and collaborative dialogue with management. The Reporting Persons have made
suggestions to the Issuer’s management team regarding operational and strategic opportunities to maximize shareholder value, including, but not limited to: (i) a shareholder return plan focused on share buybacks given the $1.45B of cash currently on
the balance sheet, (ii) unlocking value in the Issuer’s Powder River Basin (PRB) asset, and (iii) selling down a stake in Centurion to free up cash flow for shareholder returns while simultaneously placing a strong valuation marker on the asset, and
may pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to have a dialog with the Issuer’s management regarding the above and may
also speak with the board of directors (“Board”) of the Issuer, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other
third parties with respect to the above.
Specific to the Issuer’s PRB asset, the Reporting Persons have suggested, among other things, that the Issuer has the opportunity to influence when and where datacenters are sited in the United
States, and we believe that this opportunity, if pursued, would drive value to the stock. Companies are making long term investment decisions now that will shape the U.S. power grid of the future. We believe that although the Issuer’s PRB
business currently has low margins according to the Issuer’s disclosures, we estimate that it still supplies approximately 3% of the US electricity market and has tremendous option value in a world that is short power. We do not believe that
Peabody is being adequately compensated for the value of the reliability it is providing the grid. Ultimately, we believe that it is in the best interest of most stakeholders to site new datacenter and clean power generation assets in the PRB
rather than putting that load onto already crowded grids where consumers power bills are burdened with record high capacity payments and significant hours pricing at the inelastic part of the price curve. The Reporting Persons recently traveled to
Gillette, Wyoming, and following discussions with local authorities and stakeholders, believe that Wyoming and the PRB have all the necessary components to entice new power generation and data center development, including cheap mine-mouth coal,
excellent geological suitability for permanent carbon sequestration, inexpensive land, first-rate access to fiber and ground water, and a moderate climate to minimize cooling costs. We have suggested to the Issuer that it should move expeditiously
to pursue these potential opportunities in the PRB and adjust its marketing strategy appropriately. The Reporting Persons plan to continue to constructively engage with the Issuer on possibilities for pursuing such opportunities.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the
Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, acquiring additional shares of
Common Stock and/or other equity, debt, notes, instruments, options or other securities of the Issuer (collectively, “Securities”) or disposing of some or all of the Securities beneficially owned by them, in public market or privately negotiated
transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer and/or otherwise changing their intention with respect to any and
all matters referred to in Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) - (b) The responses of the Reporting Persons to Items (7) through (11) and (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Manager, the
GP and Mr. Kuzma beneficially own an aggregate of 6,394,172 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, the GP and Mr. Kuzma, and which represent approximately 5.1% of the
outstanding Common Stock. As of the date hereof, the Fund beneficially owns an aggregate of 3,314,619 shares of Common Stock, and which represent approximately 2.6% of the outstanding Common Stock. All percentages set forth herein are based on 125.9
million shares of common stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.
The Fund and the Managed Accounts have delegated to Manager voting and investment power over the securities held directly by the Funds and the Managed Accounts. As a result, each of the Manager, the
GP, as the general partner of Manager, and Mr. Kuzma, as Managing Member of the GP, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Fund and the Managed Accounts.
(c) Information concerning transactions in the shares of Common Stock and options to purchase Common Stock effected by the Reporting Persons on behalf of the Fund and the Managed Accounts since the
most recent filing of Schedule 13D is set forth in Schedule I hereto and is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by the addition of the following:
As of 5 p.m. New York City time on October 16, 2024, the Fund and the Managed Accounts no longer hold any positions in American-style exchange-traded call options. The Fund and the Managed Accounts may from time-to-time
purchase and sell exchange-traded options contracts relating to shares of Common Stock.
The disclosure in Item 5(c) is incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 16, 2024
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THOMIST CAPITAL MANAGEMENT, LP
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By: Thomist Capital, LLC, its general partner
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By:
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/s/ Brian Kuzma
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Name: Brian Kuzma
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Title: Managing Member
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THOMIST CAPITAL, LLC
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By:
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/s/ Brian Kuzma
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Name: Brian Kuzma
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Title: Managing Member
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THE THOMIST FUND, LP
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By: Thomist Capital, LLC, its general partner
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By:
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/s/ Brian Kuzma
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Name: Brian Kuzma
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Title: Managing Member
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By:
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/s/ Brian Kuzma
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BRIAN KUZMA
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Schedule I
TRANSACTIONS IN SHARES OF COMMON STOCK BY THE REPORTING PERSONS
The following table sets forth all transactions in the shares of Common Stock effected by each of the Reporting Persons (on behalf of the Funds) since the most recent filing of
Schedule 13D. All such transactions were sales of options to purchase Common Stock effected in the open market, and the table excludes commissions paid in per share prices.
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Instrument Traded
Effecting Beneficial
Ownership
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Trade Date
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Shares or
Contracts
Purchased
(Sold)
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Price Per Share
($)
or Contract (1)
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Trading Account
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Call Option
(Exercise Price $27, Expiration October 18, 2024)
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9/30/2024
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(5,000) contracts relating to (500,000) shares
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0.5510
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The Fund
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(3,333) contracts relating to (333,300) shares
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0.5510
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Managed Account 1
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(1,667) contracts relating to (166,700) shares
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0.5510
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Managed Account 2
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Call Option
(Exercise Price $27, Expiration October 18, 2024)
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10/14/2024
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(21,743) contracts relating to (2,174,300) shares
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0.3723
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The Fund
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(14,171) contracts relating to (1,417,100) shares
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0.3723
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Managed Account 1
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(7,086) contracts relating to (708,600) shares
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0.3723
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Managed Account 2
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(1) Prices reflected on a per share basis. Each option is subject to a 100 contract multiplier.
