0001193125-13-058223.txt : 20130214 0001193125-13-058223.hdr.sgml : 20130214 20130214105716 ACCESSION NUMBER: 0001193125-13-058223 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LinnCo, LLC CENTRAL INDEX KEY: 0001549756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 455166623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87026 FILM NUMBER: 13607719 BUSINESS ADDRESS: STREET 1: 600 Travis Suite 5100 CITY: Houston STATE: TX ZIP: 77002 BUSINESS PHONE: 281-840-4000 MAIL ADDRESS: STREET 1: 600 Travis Suite 5100 CITY: Houston STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: LinnCo LLC DATE OF NAME CHANGE: 20120910 FORMER COMPANY: FORMER CONFORMED NAME: Linn Co LLC DATE OF NAME CHANGE: 20120511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC. CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 133745261 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIR TREE INC DATE OF NAME CHANGE: 19990510 SC 13G 1 d485469dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

LinnCo, LLC

(Name of Issuer)

Common Shares Representing Limited Liability Company Interests

(Title of Class of Securities)

535782106

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

CUSIP No. 535782106   13G  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fir Tree, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

3,258,012

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

3,258,012

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,258,012

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4%

12  

TYPE OF REPORTING PERSON*

 

IA, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to Common Shares Representing Limited Liability Company Interests (the “Common Stock”), issued by LinnCo, LLC, a Delaware limited liability company (the “Issuer”), purchased by certain private investment funds for which Fir Tree serves as the investment manager (the “Funds”).

 

Item 1(a) Name of Issuer.

LinnCo, LLC

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

600 Travis, Suite 5100

Houston, Texas 77002

 

Item 2(a) Name of Person Filing.

 

Item 2(b) Address of Principal Business Office.

 

Item 2(c) Place of Organization.

Fir Tree, Inc.

505 Fifth Avenue

23rd Floor

New York, New York 10017

A New York corporation

Fir Tree is the investment manager of the Funds, and has been granted investment discretion over portfolio investments, including the Common Stock, held by the Funds.

 

Item 2(d) Title of Class of Securities.

Common Shares Representing Limited Liability Company Interests (the “Common Stock”)

 

Item 2(e) CUSIP Number.

535782106

 

Item 3 Reporting Person.

Fir Tree is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

3

Item 4 Ownership.

 

  (a) Fir Tree may be deemed to beneficially own the 3,258,012 shares of Common Stock held by the Funds as a result of being the investment manager of the Funds. This amount consists of (i) 1,618,012 shares of Common Stock and (ii) 1,640,000 shares of Common Stock receivable upon the exercise of presently exercisable American-style call options.

 

  (b) Fir Tree beneficially owns 3,258,012 shares of Common Stock, which represents approximately 9.4% of the Common Stock outstanding. This percentage is determined by dividing the number of shares of Common Stock beneficially held by Fir Tree, by 34,787,500, the number of shares of Common Stock issued and outstanding as of October 17, 2012, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange commission on October 26, 2012.

 

  (c) Fir Tree has been granted investment discretion over the shares of Common Stock held by the Funds, and thus, has the shared power to direct the vote and disposition of 3,258,012 shares of Common Stock.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

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 are 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.

 

4

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: February 14, 2013

 

FIR TREE, INC.

By:

   /s/ James Walker

Name: James Walker

Title: Managing Director

 

5