0000950142-12-002209.txt : 20121119 0000950142-12-002209.hdr.sgml : 20121119 20121119082535 ACCESSION NUMBER: 0000950142-12-002209 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121119 DATE AS OF CHANGE: 20121119 GROUP MEMBERS: ALTAI CAPITAL MANAGEMENT L.P. GROUP MEMBERS: ALTAI CAPITAL MANAGEMENT LLC GROUP MEMBERS: RISHI BAJAJ GROUP MEMBERS: STEVEN V. TESORIERE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMC ELECTRONIC MATERIALS INC CENTRAL INDEX KEY: 0000945436 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561505767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52339 FILM NUMBER: 121213180 BUSINESS ADDRESS: STREET 1: 501 PEARL DRIVE (CITY OF O'FALLON) CITY: ST. PETERS STATE: MO ZIP: 63376 BUSINESS PHONE: 6364745000 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE (CITY OF O'FALLON) CITY: ST. PETERS STATE: MO ZIP: 63376 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Altai Capital Management, L.P. CENTRAL INDEX KEY: 0001478982 IRS NUMBER: 270488863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 201-5772 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 eh1201214_13da4-memc.htm AMENDMENT NO. 4 eh1201214_13da4-memc.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)*


MEMC Electronic Materials, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
      552715104      
(CUSIP Number)
 
Toby E. Symonds
Managing Principal
Altai Capital Management, L.P.
152 West 57th Street, 10th Floor
New York, New York  10019
212-201-5763

With a copy to:
Steven J. Williams
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York  10019
     212-373-3000    
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

           November 15, 2012          
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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. 552715104
 
 SCHEDULE 13D
Page 2 of 8


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Altai Capital Management, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
18,431,372 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
18,431,372 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,431,372 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON*
 
IA, PN
  
 

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 3 of 8


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Altai Capital Management, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
18,431,372 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
18,431,372 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,431,372 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON*
 
HC, OO
  

 
 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 4 of 8


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steven V. Tesoriere
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
18,431,372 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
18,431,372 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,431,372 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON*
 
HC, IN
  

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 5 of 8


 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Rishi Bajaj
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS*
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
18,431,372 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
18,431,372 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,431,372 (see Item 5)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0% (see Item 5)
  
14
TYPE OF REPORTING PERSON*
 
HC, IN
  

 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 6 of 8
 

This statement is filed with respect to the shares of the common stock, par value $0.01 per share (the “Common Stock”), of MEMC Electronic Materials, Inc. (the “Issuer”) beneficially owned by Altai Capital Management, L.P., a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Investment Manager”), Altai Capital Management, LLC, a Delaware limited liability company (“IMGP”), Mr. Steven V. Tesoriere and Mr. Rishi Bajaj (collectively, the “Reporting Persons”) as of November 19, 2012, and amends and supplements the Schedule 13D filed on June 8, 2012, as amended by Amendment No. 1 to Schedule 13D filed on June 18, 2012, as amended by Amendment No. 2 to Schedule 13D filed on October 12, 2012 and Amendment No. 3 to Schedule 13D filed on November 2, 2012 (collectively, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.  
 
ITEM 3.  Source and Amount of Funds or Other Consideration.
 
Item 3 of this Schedule 13D is hereby amended and supplemented by adding the following new paragraph to the end of Item 3:
 
The funds used in connection with the purchase of the shares of Common Stock for the account of Altai Capital Master Fund, Ltd., a Cayman Islands exempted company (“ACMF”), were approximately $73,631,356 (including applicable commissions). These funds were provided by working capital available to ACMF.
 
ITEM 5.  Interest in Securities of the Issuer.
 
Paragraph (a) of Item 5 of this Schedule 13D is hereby amended and restated in its entirety to read as follows:
 
(a) Each of the Reporting Persons may be deemed the beneficial owners of 18,431,372 shares of Common Stock held for the account of ACMF, which collectively constitute approximately 8.0% of all of the outstanding shares of Common Stock.  The percentage above is based on the number of shares outstanding at November 7, 2012 as disclosed in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2012.
 
ITEM 7.  Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)
Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days
 
 
 
 
 
  
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 7 of 8

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:  November 19, 2012
 
 
 
ALTAI CAPITAL MANAGEMENT, L.P.
  
       
 
By:
/s/ Toby E. Symonds  
  Name:  Toby E. Symonds  
  Title:  Managing Principal  
       
 
 
 
ALTAI CAPITAL MANAGEMENT, LLC
  
       
 
By:
/s/ Toby E. Symonds  
  Name:  Toby E. Symonds  
  Title:  Manager  
       
 
 
 
  /s/ Steven V. Tesoriere
  
 
Name:  Steven V. Tesoriere
  
 
 
    /s/ Rishi Bajaj   
 
Name:  Rishi Bajaj
  
 
 
 
 
 
 
 
CUSIP No. 552715104
 
 SCHEDULE 13D
Page 8 of 8


SCHEDULE 1

Transactions of the Reporting Persons Effected
During the Past 60 Days

The following transactions were effected during the past sixty (60) days:

Person
Date
Security
Amount of Shs.
Bought (Sold)
Approx. Price per
Share (excl.
commissions)
ACMF
11/14/2012
Common
450,000
$2.2566
ACMF
11/14/2012
Common
700,000
$2.29
ACMF
11/14/2012
Common
188,000
$2.2479
ACMF
11/15/2012
Common
1,900,000
$2.2705

All of the above transactions were effected on the open market.