0001172661-12-000020.txt : 20120123 0001172661-12-000020.hdr.sgml : 20120123 20120123163755 ACCESSION NUMBER: 0001172661-12-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120123 DATE AS OF CHANGE: 20120123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Pine Resources Inc. CENTRAL INDEX KEY: 0001506932 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 273779606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86265 FILM NUMBER: 12539683 BUSINESS ADDRESS: STREET 1: 645-7 AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 4G8 BUSINESS PHONE: 403-292-8000 MAIL ADDRESS: STREET 1: 645-7 AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 4G8 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 LPR123111a1.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. 1) 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) LONE PINE RESOURCES INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 54222A106 (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 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. 54222A106 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: 110,210 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 110,210 9. Aggregate Amount Beneficially Owned by Each Reporting Person 110,210 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.13% 12. Type of Reporting Person PN CUSIP No. 54222A106 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: 1,695,336 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,695,336 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,695,336 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.99% 12. Type of Reporting Person PN CUSIP No. 54222A106 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek Overseas Master Fund, Ltd. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 5,097,866 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 5,097,866 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,097,866 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.00% 12. Type of Reporting Person FI CUSIP No. 54222A106 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek SRI Master Fund, Ltd. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 162,192 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 162,192 9. Aggregate Amount Beneficially Owned by Each Reporting Person 162,192 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.19% 12. Type of Reporting Person FI CUSIP No. 54222A106 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: 7,065,604 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 7,065,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,065,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.31% 12. Type of Reporting Person CO CUSIP No. 54222A106 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: 7,065,604 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 7,065,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,065,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.31% 12. Type of Reporting Person PN CUSIP No. 54222A106 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: 7,065,604 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 7,065,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,065,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 8.31% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: LONE PINE RESOURCES INC. (the "Issuer") (b) Address of Issuer's Principal Executive Offices: 645-7 Avenue SW, Suite 2500 Calgary, Alberta T2P 4G8 Canada 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 Overseas Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek Overseas"), with respect to the shares of Common Stock directly owned by it; (iv) Owl Creek SRI Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek SRI"), with respect to the shares of Common Stock directly owned by it; (v) 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 and the manager with respect to the shares of Common Stock directly owned by Owl Creek Overseas and Owl Creek SRI; (vi) 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 I, Owl Creek II, Owl Creek Overseas, and Owl Creek SRI; and (vii) 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 Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Owl Creek Overseas and Owl Creek SRI is an exempted company organized under the laws of the Cayman Islands. Owl Creek Advisors, LLC 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 Common Stock, $.01 par value (the "Common Stock") (e) CUSIP Number: 54222A106 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 85,026,202 shares Common Stock that are outstanding as of November 08, 2011 as reported by the Company in its Form 10-Q for the quarterly period ended September 30, 2011 filed on November 08, 2011 . A. Owl Creek I, L.P. (a) Amount beneficially owned: 110,210 (b) Percent of class: 0.13% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 110,210 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 110,210 B. Owl Creek II, L.P. (a) Amount beneficially owned: 1,695,336 (b) Percent of class: 1.99% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,695,336 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,695,336 C. Owl Creek Overseas Master Fund, Ltd. (a) Amount beneficially owned: 5,097,866 (b) Percent of class: 6.00% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 5,097,866 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 5,097,866 D. Owl Creek SRI Master Fund, Ltd. (a) Amount beneficially owned: 162,192 (b) Percent of class: 0.19% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 162,192 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 162,192 E. Owl Creek Advisors, LLC (a) Amount beneficially owned: 7,065,604 (b) Percent of class: 8.31% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 7,065,604 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 7,065,604 F. Owl Creek Asset Management, L.P. (a) Amount beneficially owned: 7,065,604 (b) Percent of class: 8.31% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 7,065,604 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 7,065,604 G. Jeffrey A. Altman (a) Amount beneficially owned: 7,065,604 (b) Percent of class: 8.31% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 7,065,604 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 7,065,604 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 Not Applicable 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 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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: January 23, 2012 /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.