Passport Capital, LLC: Schedule 13G/A - Filed by newsfilecorp.com

0001062993-12-000585.txt : 20120215 0001062993-12-000585.hdr.sgml : 20120215 20120214193608 ACCESSION NUMBER: 0001062993-12-000585 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN WIND ENERGY CORP CENTRAL INDEX KEY: 0001271131 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81701 FILM NUMBER: 12613787 BUSINESS ADDRESS: STREET 1: SUITE 1326 - 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 BUSINESS PHONE: 604-685-9463 MAIL ADDRESS: STREET 1: SUITE 1326 - 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Passport Capital, LLC CENTRAL INDEX KEY: 0001352428 IRS NUMBER: 943368567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PASSPORT CAPITAL, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-321-4610 MAIL ADDRESS: STREET 1: C/O PASSPORT CAPITAL, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 sc13ga.htm SCHEDULE 13G/A Passport Capital, LLC: Schedule 13G/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)

Western Wind Energy Corp.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

95988Q108
(CUSIP Number)

December 31, 2011
(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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 95988Q108

1. Name of Reporting Person:

Passport Energy Master Fund SPC Ltd for and on behalf of Portfolio A – Energy Strategy

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

Number of shares beneficially owned by each reporting person with:	5. Sole Voting Power: -0-


	6. Shared Voting Power: 0 (see Item 2 & 4)


	7. Sole Dispositive Power: -0-


	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: CO

CUSIP No. 95988Q108

1. Name of Reporting Person:

Passport Energy Master Fund SPC Ltd for and on behalf of Portfolio B – Renewable Energy

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

Number of shares beneficially owned by each reporting person with:	5. Sole Voting Power: -0-


	6. Shared Voting Power: 0 (see Item 2 & 4)


	7. Sole Dispositive Power: -0-


	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: CO

CUSIP No. 95988Q108

1. Name of Reporting Person:

Blackwell Partners, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Georgia

Number of shares beneficially owned by each reporting person with:	5. Sole Voting Power: -0-


	6. Shared Voting Power: 0 (see Item 2 & 4)


	7. Sole Dispositive Power: -0-


	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: OO

CUSIP No. 95988Q108

1. Name of Reporting Person:

Gothic Corporation

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only 4. Citizenship or Place of Organization: North Carolina

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 0 (see Item 2 & 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: OO

CUSIP No. 95988Q108

1. Name of Reporting Person:

The Duke Endowment

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 0 (see Item 2 & 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: OO

CUSIP No. 95988Q108

1. Name of Reporting Person:

Gothic ERP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina

Number of shares beneficially owned by each reporting person with:	5. Sole Voting Power: -0-


	6. Shared Voting Power: 0 (see Item 2 & 4)


	7. Sole Dispositive Power: -0-


	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: OO

CUSIP No. 95988Q108

1. Name of Reporting Person:

Gothic HSP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina

Number of shares beneficially owned by each reporting person with:	5. Sole Voting Power: -0-


	6. Shared Voting Power: 0 (see Item 2 & 4)


	7. Sole Dispositive Power: -0-


	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: OO

CUSIP No. 95988Q108

1. Name of Reporting Person:

Passport Capital, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

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: 0 (see Item 2 & 4)


	7. Sole Dispositive Power: -0-


	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: IA

CUSIP No. 95988Q108

1. Name of Reporting Person:

John Burbank

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: United States

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 0 (see Item 2 & 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 0 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0%

12. Type of Reporting Person: IN

Item 1(a).	Name of Issuer:

	Western Wind Energy Corp. (the “Company”).

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	Suite 1326 – HSBC Building
	885 West Georgia Street
	Vancouver, British Columbia
	V6C 3E8
	Canada
	604-781-9463

Item 2(a).	Name of Persons Filing:

	Passport Energy Master Fund SPC Ltd for and on behalf of Portfolio A – Energy Strategy (“Fund I”);
	Passport Energy Master Fund SPC Ltd for and on behalf of Portfolio B – Renewable Energy (“Fund II”)
	Blackwell Partners, LLC (the “Managed Account”) with respect to the shares of Common Stock directly owned by it;
	Gothic Corporation;
	The Duke Endowment;
	Gothic ERP; and
	Gothic HSP
	Passport Capital, LLC (“Passport Capital”); and
	John Burbank (“Burbank,” together with the Fund I & II, Managed Account and Passport Capital, the “Reporting Persons”).

Burbank is the sole managing member of Passport Capital; Passport Capital is the investment manager to the Managed Account, Fund I and Fund II. As a result, each of Passport Capital and Burbank may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the Shares owned of record by the Managed Account, Fund I and Fund II. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than the Managed Account, Fund I and Fund II) is the beneficial owner of the securities covered by this statement.

Item 2(b).	Address of Principal Business Office:

	For each Reporting Person:

	C/O Passport Capital
	30 Hotaling Place Suite 300
	San Francisco, CA 94111

Item 2(c).	Citizenship:

	See row 4 of each Reporting Persons’ respective cover page.

Item 2(d).	Title of Class of Securities:

	Common Shares of the Company (the “Common Shares”)

Item 2(e).	CUSIP Number:

	95988Q108

Item 3.	Not applicable.

Item 4.	Ownership.

	(a)	Amount beneficially owned:

		See Item 9 of each Reporting Persons’ respective cover page.

	(b)	Percent of class:

		See Item 11 of each Reporting Persons’ respective cover page.

	(c)	Number of shares for which each Reporting Person has sole or shared voting on disposition:

		See Items 5-8 of each Reporting Persons’ respective cover page.

Item 5.	Ownership of Five Percent or Less of a Class.

	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].

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 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 a Group

	Not Applicable.

Item 10.	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.

Dated: February 14, 2012

	PASSPORT ENERGY MASTER FUND SPC LTD
	FOR AND ON BEHALF OF PORTFOLIO A –
	ENERGY STRATEGY


	By: /s/ JOHN BURBANK
	John Burbank
	Director


	PASSPORT ENERGY MASTER FUND SPC LTD
	FOR AND ON BEHALF OF PORTFOLIO B –
	RENEWABLE ENERGY


	By: /s/ JOHN BURBANK
	John Burbank
	Director


	BLACKWELL PARTNERS, LLC


	By: /s/ BART BRUNK
	Bart Brunk
	Controller


	GOTHIC CORPORATION


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	THE DUKE ENDOWMENT


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer

	GOTHIC ERP


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	GOTHIC HSP


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	PASSPORT CAPITAL, LLC


	By: /s/ JOHN BURBANK
	John Burbank,
	Managing Member


	/s/ JOHN BURBANK
	John Burbank

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the statement on Schedule 13G to which this agreement is attached as an exhibit.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 14, 2012.

	PASSPORT ENERGY MASTER FUND SPC LTD
	FOR AND ON BEHALF OF PORTFOLIO A –
	ENERGY STRATEGY


	By: /s/ JOHN BURBANK
	John Burbank
	Director


	PASSPORT ENERGY MASTER FUND SPC LTD
	FOR AND ON BEHALF OF PORTFOLIO B –
	RENEWABLE ENERGY


	By: /s/ JOHN BURBANK
	John Burbank
	Director


	BLACKWELL PARTNERS, LLC


	By: /s/ BART BRUNK
	Bart Brunk
	Controller

	GOTHIC CORPORATION


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	THE DUKE ENDOWMENT


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	GOTHIC ERP


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	GOTHIC HSP


	By: /s/ BART BRUNK
	Bart Brunk
	Authorized Officer


	PASSPORT CAPITAL, LLC


	By: /s/ JOHN BURBANK
	John Burbank,
	Managing Member


	/s/ JOHN BURBANK
	John Burbank