SC 13G

0000950123-08-012475.txt : 20081009 0000950123-08-012475.hdr.sgml : 20081009 20081009170041 ACCESSION NUMBER: 0000950123-08-012475 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081009 DATE AS OF CHANGE: 20081009 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR FUND MANAGEMENT LLC GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS III LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000833081 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760069030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39745 FILM NUMBER: 081116409 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137891400 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: PRIDE PETROLEUM SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR Institutional Partners III LP CENTRAL INDEX KEY: 0001391121 IRS NUMBER: 562600414 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 y71603sc13g.htm SCHEDULE 13G SC 13G


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

PRIDE INTERNATIONAL INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74153Q102

(CUSIP Number)

September 29, 2008

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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.		74153Q102


1	NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL PARTNERS III LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			11,749,254

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			11,749,254

WITH:		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	11,749,254

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		74153Q102


1	NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL ADVISORS III LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			11,749,254

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			11,749,254

WITH:		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	11,749,254

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		74153Q102


1	NAMES OF REPORTING PERSONS: MHR FUND MANAGEMENT LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			12,432,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			12,432,000

WITH:		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,432,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	7.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		74153Q102


1	NAMES OF REPORTING PERSONS: MARK H. RACHESKY, M.D.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			12,432,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			12,432,000

WITH:		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,432,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	7.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN; HC

TABLE OF CONTENTS


	Item 1(a). Name of Issuer:
	Item 1(b). Address of Issuer’s Principal Executive Offices:
	Item 2(a). Name of Person Filing:
	Item 2(c). Citizenship:
	Item 2(d). Title of Class of Securities:
	Item 2(e). CUSIP Number:
	Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:
	Item 4. Ownership.
	Item 4(a) Amount Beneficially Owned:
	Item 4(b) Percentage of Class:
	Item 4(c) Number of shares as to which such person has:
	Item 5. Ownership of Five Percent or Less of a Class:
	Item 6. Ownership of More than Five Percent on Behalf of Another Person:
	Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
	Item 8. Identification and Classification of Members of the Group:
	Item 9. Notice of Dissolution of Group:
	Item 10. Certifications:
SIGNATURE
EX-99.A: JOINT FILING AGREEMENT

Item 1(a). Name of Issuer:

Pride International, Inc. (the “Issuer”)

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

5847 San Felipe, Suite 3300
Houston, Texas 77057

Item 2(a). Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	1.		MHR Institutional Partners III LP (“Institutional Partners III”);

	2.		MHR Institutional Advisors III LLC (“Institutional Advisors III”);

	3.		MHR Fund Management LLC (“Fund Management”); and

	4.		Mark H. Rachesky, M.D. (“Dr. Rachesky”).

This statement relates to securities held for the accounts of each of MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), MHR Capital Partners (100) LP (“Capital Partners (100)”) and Institutional Partners III, each (other than Master Account) a Delaware limited partnership. MHR Advisors LLC (“Advisors”) is the general partner of each of Master Account and Capital Partners (100), and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account and Capital Partners (100). Institutional Advisors III is the general partner of Institutional Partners III, and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the account of Institutional Partners III. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III, and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported herein and, accordingly, Fund Management may be deemed to beneficially own the shares of Common Stock reported herein which are held

for the account of each of Master Account, Capital Partners (100) and Institutional Partners III. Dr. Rachesky is the managing member of Advisors, Institutional Advisors III and Fund Management, and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account, Capital Partners (100) and Institutional Partners III.

Item 2(b). Address of Principal Business Office, or if none, Residence:

The address of the principal business office of each of the Reporting Persons is 40 West 57th Street, 24th Floor, New York, New York, 10019.

Item 2(c). Citizenship:

	1.		Institutional Partners III is a Delaware limited partnership.

	2.		Institutional Advisors III is a Delaware limited liability company.

	3.		Fund Management is a Delaware limited liability company.

	4.		Dr. Rachesky is a United States citizen.

Item 2(d). Title of Class of Securities:

Common Stock of the Issuer, par value $0.01 per share (“Common Stock”).

Item 2(e). CUSIP Number:

74153Q102

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)		o Broker or dealer registered under section 15 of the Exchange Act.

	(b)		o Bank as defined in section 3(a)(6) of the Exchange Act.

	(c)		o Insurance company as defined in section 3(a)(19) of the Exchange Act.

	(d)		o Investment company registered under section 8 of the Investment Company Act.

	(e)		o An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (1)

	(f)		o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)		o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)		o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)		o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

	(j)		o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Item 4(a) Amount Beneficially Owned:

As of the date hereof:

	1.		Master Account may be deemed to be the beneficial owner of 609,626 shares of Common Stock held for its own account.

	2.		Capital Partners (100) may be deemed to be the beneficial owner of 73,120 shares of Common Stock held for its own account.

	3.		Advisors may be deemed to be the beneficial owner of 682,746 shares of Common Stock. This number consists of (A) 609,626 shares of Common Stock held for the account of Master Account and (B) 73,120 shares of Common Stock held for the account of Capital Partners (100).

	4.		Institutional Partners III may be deemed to be the beneficial owner of 11,749,254 shares of Common Stock held for its own account.

	5.		Institutional Advisors III may be deemed to be the beneficial owner of 11,749,254 shares of Common Stock. This number consists of 11,749,254 shares of Common Stock held for the account of Institutional Partners III.

	6.		Fund Management may be deemed to be the beneficial owner of 12,432,000 shares of Common Stock. This number consists of all of the shares of Common Stock otherwise described in this Item 4(a) by virtue of Fund Management’s investment management agreement with Master

			Account, Capital Partners (100) and Institutional Partners III.

	7.		Dr. Rachesky may be deemed to be the beneficial owner of 12,432,000 shares of Common Stock. This number consists of all of the shares of Common Stock otherwise described in this Item 4(a) by virtue of Dr. Rachesky’s position as the managing member of each of Fund Management, Advisors and Institutional Advisors III.

Item 4(b) Percentage of Class:

The percentages used herein are calculated based upon the information contained in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2008, which disclosed that there were 173,060,966 shares of Common Stock outstanding as of August 5, 2008.

	1.		Master Account may be deemed to be the beneficial owner of approximately 0.35% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

	2.		Capital Partners (100) may be deemed to be the beneficial owner of approximately 0.04% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	3.		Advisors may be deemed to be the beneficial owner of approximately 0.39% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	4.		Institutional Partners III may be deemed to be the beneficial owner of approximately 6.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	5.		Institutional Advisors III may be deemed to be the beneficial owner of approximately 6.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	6.		Fund Management may be deemed to be the beneficial owner of approximately 7.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

	7.		Dr. Rachesky may be deemed to be the beneficial owner of approximately 7.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

Item 4(c) Number of shares as to which such person has:

Master Account

	(i)		Sole power to vote or to direct the vote: 609,626

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 609,626

	(iv)		Shared power to dispose or to direct the disposition of: 0

Capital Partners (100)

	(i)		Sole power to vote or to direct the vote: 73,120

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 73,120

	(iv)		Shared power to dispose or to direct the disposition of: 0

Advisors

	(i)		Sole power to vote or to direct the vote: 682,746

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 682,746

	(iv)		Shared power to dispose or to direct the disposition of: 0

Institutional Partners III

	(i)		Sole power to vote or to direct the vote: 11,749,254

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 11,749,254

	(iv)		Shared power to dispose or to direct the disposition of: 0

Institutional Advisors III

	(i)		Sole power to vote or to direct the vote: 11,749,254

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 11,749,254

	(iv)		Shared power to dispose or to direct the disposition of: 0

Fund Management

	(i)		Sole power to vote or to direct the vote: 12,432,000

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 12,432,000

	(iv)		Shared power to dispose or to direct the disposition of: 0

Dr. Rachesky

	(i)		Sole power to vote or to direct the vote: 12,432,000

	(ii)		Shared power to vote or to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of: 12,432,000

	(iv)		Shared power to dispose or to direct the disposition of: 0

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

This Item 5 is not applicable.

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

The partners of each of Master Account, Capital Partners (100) and Institutional Partners III, including Advisors and Institutional Advisors III have the right to participate in the receipt of dividends from, or proceeds from the sale of, the

shares of Common Stock held for the accounts of each of Master Account, Capital Partners (100) and Institutional Partners III in accordance with their respective ownership interests in Master Account, Capital Partners (100) and Institutional Partners III.

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

This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10. Certifications:

By signing below each signatory 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 of effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

October 9, 2008.


MHR INSTITUTIONAL PARTNERS III LP
By:	MHR Institutional Advisors III LLC, its General Partner
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MHR INSTITUTIONAL ADVISORS III LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MHR FUND MANAGEMENT LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MARK H. RACHESKY, M.D.
By:	/s/ Hal Goldstein, Attorney in Fact

EX-99.A 2 y71603exv99wa.htm EX-99.A: JOINT FILING AGREEMENT EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that this statement with respect to the shares of Common Stock of Pride International, Inc., dated as of October 9, 2008, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date: October 9, 2008


MHR INSTITUTIONAL PARTNERS III LP
By:	MHR Institutional Advisors III LLC, its General Partner


By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MHR INSTITUTIONAL ADVISORS III LLC

By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MHR FUND MANAGEMENT LLC

By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President

MARK H. RACHESKY, M.D.

By:	/s/ Hal Goldstein, Attorney in Fact

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