-----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, EjUWUD+ODVRkkL3eXKCNgFz9J9z7z5wFdN+EHDSzjsQpcEf4cKAwNqmnJYRmREos xdKSj4i2QTOd2Jx+r8EmhQ== 0001172661-11-000214.txt : 20110214 0001172661-11-000214.hdr.sgml : 20110214 20110214184541 ACCESSION NUMBER: 0001172661-11-000214 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GenOn Energy, Inc. CENTRAL INDEX KEY: 0001126294 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 760655566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78063 FILM NUMBER: 11609510 BUSINESS ADDRESS: STREET 1: 1000 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-497-3000 MAIL ADDRESS: STREET 1: 1000 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RRI ENERGY INC DATE OF NAME CHANGE: 20090501 FORMER COMPANY: FORMER CONFORMED NAME: RELIANT ENERGY INC DATE OF NAME CHANGE: 20040423 FORMER COMPANY: FORMER CONFORMED NAME: RELIANT RESOURCES INC DATE OF NAME CHANGE: 20001013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Owl Creek Asset Management, L.P. CENTRAL INDEX KEY: 0001313756 IRS NUMBER: 134177075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-688-2550 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 gen123110a2.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) GenOn Energy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 37244E107 (CUSIP Number) December 31, 2010 (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 No. 37244E107 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek I, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 666,797 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 666,797 9. Aggregate Amount Beneficially Owned by Each Reporting Person 666,797 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.09% 12. Type of Reporting Person PN CUSIP No. 37244E107 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek II, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 8,699,390 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 8,699,390 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,699,390 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.14% 12. Type of Reporting Person PN CUSIP No. 37244E107 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek Advisors, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 9,366,187 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 9,366,187 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,366,187 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.23% 12. Type of Reporting Person CO CUSIP No. 37244E107 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek Asset Management, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 31,605,986 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 31,605,986 9. Aggregate Amount Beneficially Owned by Each Reporting Person 31,605,986 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.12% 12. Type of Reporting Person PN CUSIP No. 37244E107 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Jeffrey A. Altman 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 40,972,173 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 40,972,173 9. Aggregate Amount Beneficially Owned by Each Reporting Person 40,972,173 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.34% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: GenOn Energy, Inc. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: 1000 Main Street Houston, Texas 77002 Item 2. (a) Name of Person Filing: This statement is filed by: (i) Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), with respect to the shares of Common Stock directly owned by it; (ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), with respect to the shares of Common Stock directly owned by it; (iii) Owl Creek Advisors, LLC, a Delaware limited liability company (the "General Partner"), with respect to the shares of Common Stock directly owned by Owl Creek I and Owl Creek II; (iv) Owl Creek Asset Management, L.P. a Delaware limited partnership (the "Investment Manager"), with respect to the shares of Common Stock directly owned by Owl Creek Overseas Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek Overseas"), and Owl Creek SRI Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek SRI"); and (v) Jeffrey A. Altman, with respect to shares of Common Stock owned by Owl Creek I, Owl Creek II, Owl Creek Overseas and Owl Creek SRI. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. (c) Citizenship: Each of Owl Creek I, Owl Creek II and the Investment Manager is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Mr. Altman is a United States citizen. (d) Title of Class of Securities Shares of Common Stock, par value $.001 par value per share (the "Common Stock") (e) CUSIP Number: 37244E107 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act; (b) |_| Bank as defined in section 3(a)(6) of the Act; (c) |_| Insurance company as defined in section 3(a)(19) of the Act; (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940; (e) |_| An investment adviser in accordance with Rule 13d-1 (b) (1) (ii) (E); (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b) (1) (ii) (F); (g) |_| A parent holding company or control person in accordance with Rule 13d- 1 (b) (1) (ii) (G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) |_| Group, in accordance with Rule 13d-1 (b) (1) (ii) (J). Not Applicable Item 4. Ownership The percentages used herein and in the rest of Item 4 are calculated based upon the 766,059,100 shares of Common Stock that are outstanding as of December 31, 2010 as reported by Bloomberg. A. Owl Creek I, L.P. (a) Amount beneficially owned: 666,797 (b) Percent of class: 0.09% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 666,797 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 666,797 B. Owl Creek II, L.P. (a) Amount beneficially owned: 8,699,390 (b) Percent of class: 1.14% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 8,699,390 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 8,699,390 C. Owl Creek Advisors, LLC (a) Amount beneficially owned: 9,366,187 (b) Percent of class: 1.23% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 9,366,187 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the dis9366187position: 9,366,187 D. Owl Creek Asset Management, L.P. (a) Amount beneficially owned: 31,605,986 As of the date of this filing, the Reporting Person may be deemed to be the beneficial owner of 31,605,986 shares of the Company's common stock which includes 893,068 shares that could be acquired if Owl Creek Asset Management, L.P. exercised 315,015 warrants. Each warrant represents the right to acquire 2.835 shares of the Company's common stock. (b) Percent of class: 4.12% This percentage is determined by dividing the number of shares of common stock beneficially owned by Owl Creek Asset Management, L.P. by 766,952,168, the number of shares of common stock (766,059,100) issued and outstanding as of December 31, 2010 combined with the number of shares (893,068) that could be acquired if Owl Creek Asset Management, L.P. exercised 315,015 warrants. (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 31,605,986 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 31,605,986 E. Jeffrey A. Altman (a) Amount beneficially owned: 40,972,173 As of the date of this filing, the Reporting Person may be deemed to be the beneficial owner of 40,972,173 shares of the Company's common stock which includes 893,068 shares that could be acquired if Jeffrey A. Altman exercised 315,015 warrants. Each warrant represents the right to acquire 2.835 shares of the Company's common stock. (b) Percent of class: 5.34% This percentage is determined by dividing the number of shares of common stock beneficially owned by Jeffrey A. Altman by 766,952,168, the number of shares of common stock (766,059,100) issued and outstanding as of December 31, 2010 combined with the number of shares (893,068) that could be acquired if Jeffrey A. Altman exercised 315,015 warrants. (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 40,972,173 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 40,972,173 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 Owl Creek Advisors, LLC, the general partner of Owl Creek I and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl Creek II, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Owl Creek Asset Management, L.P., as the investment manager to Owl Creek Overseas and Owl Creek SRI, has the power to direct the investment activities of Owl Creek Overseas and Owl Creek SRI, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Altman is the managing member of Owl Creek Advisors, LLC and the managing member of the general partner of Owl Creek Asset Management, L.P. and in that capacity directs their operations. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification Each of the Reporting Persons hereby makes the following certification: 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. 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. Date: February 14, 2011 /s/ Jeffrey A. Altman -------------------------- Jeffrey A. Altman, individually, and as managing member of Owl Creek Advisors, LLC, for itself and as general partner of Owl Creek I, L.P. and Owl Creek II L.P., and as managing member of the general partner of OWl Creek Asset Management, L.P., for itself and as investment manager to Owl Creek Overseas Master Fund, Ltd. and Owl Creek SRI Master Fund, Ltd. -----END PRIVACY-ENHANCED MESSAGE-----