SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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American Pacific Corporation
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(Name of Issuer)
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Common Stock, par value $0.10 per share
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(Title of Class of Securities)
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028740108
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(CUSIP Number)
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Cornwall Capital Management LP
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One Rockefeller Plaza, 24th Floor
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New York, New York 10020
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Attention: Ian D. Haft
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(917) 639-5438
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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June 4, 2012
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(Date of Event which Requires
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Filing of this statement)
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON
Cornwall Master LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
922,801 shares of common stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
922,801 shares of common stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
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12
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSON
Cornwall Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
922,801 shares of common stock
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|||
9
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SOLE DISPOSITIVE POWER
-0-
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|||
10
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SHARED DISPOSITIVE POWER
922,801 shares of common stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
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14
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 4 of 8 Pages
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1
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NAME OF REPORTING PERSON
Cornwall GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
922,801 shares of common stock
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|||
9
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SOLE DISPOSITIVE POWER
-0-
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|||
10
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SHARED DISPOSITIVE POWER
922,801 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 5 of 8 Pages
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1
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NAME OF REPORTING PERSON
James Mai
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
922,801 shares of common stock
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|||
9
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SOLE DISPOSITIVE POWER
-0-
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|||
10
|
SHARED DISPOSITIVE POWER
922,801 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH PERSON
922,801 shares of common stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) (see Item 5)
12.1%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 6 of 8 Pages
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Item 3.
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SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
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Item 3 of the Original Schedule 13D is hereby amended and restated as follows:
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 7 of 8 Pages
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CORNWALL MASTER LP
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By:
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Cornwall GP, LLC
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its General Partner
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/s/ James Mai
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Name: James Mai
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Title: Managing Member
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CORNWALL CAPITAL MANAGEMENT LP
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By:
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CMGP LLC,
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its General Partner
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/s/ James Mai
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Name: James Mai
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Title: Managing Member
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CORNWALL GP, LLC
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/s/ James Mai
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Name: James Mai
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Title: Managing Member
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/s/ James Mai
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JAMES MAI, individually
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 8 of 8 Pages
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Trade Date
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Shared Purchased (Sold)
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Price ($)*
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4/10/2012
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48
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7.4000
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4/12/2012
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74
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7.4500
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4/19/2012
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235
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7.3500
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4/20/2012
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3,400
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7.4103
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4/23/2012
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400
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7.4500
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4/24/2012
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126
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7.4350
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4/30/2012
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334
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7.4500
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5/2/2012
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440
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7.7497
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5/10/2012
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5,275
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7.9998
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5/11/2012
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8,189
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8.0115
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5/15/2012
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747
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7.9904
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5/16/2012
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14,938
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8.0674
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5/18/2012
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100
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8.1000
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5/22/2012
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13,628
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8.1868
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5/23/2012
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100
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8.2500
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5/24/2012
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499
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8.2500
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6/4/2012
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9,085
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8.7403
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6/4/2012
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120,000
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9.0000
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6/4/2012
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411
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8.9976
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6/4/2012
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49,552
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9.0000
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