| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
International Paper Company | |
| (Name of Issuer) | |
|
Common Stock, par value $1.00 per share | |
| (Title of Class of Securities) | |
|
460146103 | |
| (CUSIP Number) | |
|
March 28, 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) |
| (Page 1 of 5 Pages) | |
______________________________
*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. 460146103 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON SENATOR INVESTMENT GROUP LP | |||
| 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 23,088,500 | ||
| 6 |
SHARED VOTING POWER
| |||
| 7 |
SOLE DISPOSITIVE POWER 23,088,500 | |||
| 8 |
SHARED DISPOSITIVE POWER
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,088,500 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 460146103 | 13G | Page 3 of 6 Pages |
| Item 1(a). | NAME OF ISSUER |
| International Paper Company |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| 6400 Poplar Avenue, Memphis, TN 38197 |
| Item 2(a). | NAME OF PERSON FILING |
| Senator Investment Group LP |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
|
The principal business office of Senator Investment Group LP is:
510 Madison Avenue 28th Floor New York, NY 10022
|
| Item 2(c). | CITIZENSHIP |
| Senator Investment Group LP is a Delaware limited partnership. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $1.00 per share |
| Item 2(e). | CUSIP NUMBER |
| 460146103 |
| Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable. |
| CUSIP No. 460146103 | 13G | Page 4 of 6 Pages |
| Item 4. | OWNERSHIP |
|
(a) Amount beneficially owned: 23,088,500 (b) Percent of class: 5.2% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 23,088,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 23,088,500 (iv) Shared power to dispose or to direct the disposition of: 0 Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to two Delaware limited partnerships, four Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Douglas Silverman, a United States citizen, and Alexander Klabin, a United States citizen, have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP. |
| 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 |
| The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| CUSIP No. 460146103 | 13G | Page 5 of 6 Pages |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| By signing below the Reporting Person certifies that, to the best of his or its 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. |
| CUSIP No. 460146103 | 13G | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: March 28, 2013
| SENATOR INVESTMENT GROUP LP | ||
| /s/ Evan Gartenlaub | ||
| Name: Evan Gartenlaub | ||
| Title: General Counsel | ||