0000898382-13-000022.txt : 20130211 0000898382-13-000022.hdr.sgml : 20130211 20130211172523 ACCESSION NUMBER: 0000898382-13-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIMERA INVESTMENT CORP CENTRAL INDEX KEY: 0001409493 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 260630461 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83389 FILM NUMBER: 13593359 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: SUITE 2902 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-696-0100 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: SUITE 2902 CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2700 NORTH MILITARY TRAIL STREET 2: SUITE 230 CITY: BOCA RATON STATE: FL ZIP: 33301 SC 13G 1 cim-13g3_lgc2013.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* CHIMERA INVESTMENT CORP. ----------------------------------------------------------- (Name of Issuer) Common Shares ----------------------------------------------------------- (Title of Class of Securities) 16934Q109 ----------------------------------------------------------- (CUSIP Number) February 1, 2013 ----------------------------------------------------------- (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). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 16934Q109 --------- 1. Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (entities only): LEON G. COOPERMAN ---------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] ----------------------------------------------------------------- 3. SEC Use Only ----------------------------------------------------------------- 4. Citizenship or Place of Organization: UNITED STATES ----------------------------------------------------------------- Number of 5. Sole Voting Power: 37,959,486 Shares Bene- ficially 6. Shared Voting Power 17,161,489 Owned by Each Report- 7. Sole Dispositive Power: 37,959,486 ing Person With 8. Shared Dispositive Power 17,161,489 ----------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 55,120,975 ----------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ----------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9): 5.4% ----------------------------------------------------------------- 12. Type of Reporting Person: IN ----------------------------------------------------------------- 2 CUSIP No. 16934Q109 --------- Item 1(a) Name of Issuer: CHIMERA INVESTMENT CORP. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 1211 Avenue of the Americas Suite 2902 New York NY 10036 Item 2 (a) Name of Person Filing: This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman"). Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"), Omega Capital Investors, L.P.("Investors LP"), and Omega Equity Investors, L.P. ("Equity LP"). These entities are private investment firms engaged in the purchase and sale of securities for investment for their own accounts. Mr. Cooperman is the President and majority stockholder of Omega Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in providing investment management services and is deemed to control said entity. Advisors serves as the investment manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Island exempted company, with a business address at British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West Indies. Mr. Cooperman has investment discretion over portfolio investments of Overseas and is deemed to control such investments. Advisors also serves as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts"). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days. Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, and Advisors. Mr. Cooperman is married to an individual named Toby Cooperman. Mr. Cooperman has an adult son named Michael S. Cooperman and a minor grandchild named Asher Silvin Cooperman. The Michael S. Cooperman WRA Trust( the "WRA Trust"), is an irrevocable trust for the benefit of Michael S. Cooperman. Mr. Cooperman has investment authority over the Michael S. Cooperman, the UTMA account for Asher Silvin Cooperman, and the WRA Trust accounts. Mr. Cooperman helps manage the investments of JCF Metrowest of NJ ("JCF") a charitable organization, and JCF is the sponsoring organization of the Cooperman Family Fund for a Jewish Future ("Family Fund"), a Type 1 charitable supporting foundation. Mr. Cooperman is one of the Trustees of the Family Fund. 3 CUSIP No. 16934Q109 --------- Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Cooperman is 2700 No. Military Trail, Suite 230, Boca Raton FL 33431 and the principal business office of each Capital LP, Equity LP, Investors LP, Overseas, and Advisors is 88 Pine Street, Wall Street Plaza - 31st Floor, New York, NY 10005. Item 3. Statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c): This Item 3 is not applicable. Item 4. Ownership: Item 4(a) (b) Amount Beneficially Owned and Percent of Class: Mr. Cooperman may be deemed the beneficial owner of 55,120,975 Shares which constitutes approximately 5.4% of the total number of Shares deemed outstanding. This consists of 9,598,400 Shares owned by Capital LP; 2,706,053 Shares owned by Investors LP; 3,920,380 Shares owned by Equity LP; 8,989,553 Shares owned by Overseas; 17,161,489 Shares owned by the Managed Accounts; 50,000 Shares owned by the Family Fund; 10,019,200 Shares owned by Mr.Cooperman;600,000 Shares owned by Toby Cooperman; 11,900 Shares owned by the UTMA account for Asher Silvin Cooperman; 64,000 Shares owned by JCF; 1,000,000 Shares owned by Michael S. Cooperman; and 1,000,000 Shares owned by the WRA Trust. Item 4(c). Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 37,959,486 (ii) Shared power to vote or to direct the vote: 17,161,489 (iii) Sole power to dispose or to direct the disposition of: 37,959,486 (iv) Shared power to dispose or to direct the disposition of: 17,161,489 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. 4 CUSIP No. 16934Q109 --------- Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is 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 such 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 11, 2013 LEON G. COOPERMAN By /s/ ALAN M. STARK ------------------ Alan M. Stark Attorney-in-Fact Power of Attorney on file ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 5