SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PG&E Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

69331C108

(CUSIP Number)

Thomas Wagner

Knighthead Capital Management, LLC

1140 Avenue of the Americas, 12^th Floor

New York, New York 10036

(212) 356-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 3, 2019

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-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).

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1	NAME OF REPORTING PERSON Knighthead Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1) (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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 16,402,521 (2)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 16,402,521 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,402,521 (3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.10%
14	TYPE OF REPORTING PERSON IA, OO

(1) See Item 4.

(2) See Item 5.

(3) Includes 2,748,000 Shares underlying certain options exercisable within 60 days hereof.

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Item 1. Security and Issuer.

This statement of beneficial ownership on Schedule 13D (this “Schedule 13D”) is filed on behalf of Knighthead Capital Management, LLC, a Delaware limited liability company (the “Reporting Person”). This Schedule 13D relates to the shares of common stock, no par value (the “Shares”), of PG&E Corporation, a California corporation (the “Company”). The address of the principal executive offices of the Company is 77 Beale Street, P.O. Box 770000, San Francisco, California 94177.

Item 2. Identity and Background.

(a) This Schedule 13D is filed by the Reporting Person with respect to the Shares beneficially owned by it.

(b) The address of the principal executive office of the Reporting Person is 1140 Avenue of the Americas, 12th Floor, New York, New York 10036.

(c) The principal business of the Reporting Person is providing investment management services to clients, including Knighthead Master Fund, LP, Knighthead Annuity & Life Assurance Company, Knighthead (NY) Fund, LP, CPPIB MAP Cayman SPC and HF Fund LP (collectively, the “Knighthead Funds”) for which the Reporting Person serves as investment manager or investment advisor.

(d) During the past five years, neither the Reporting Person nor any director, executive officer or controlling person of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither the Reporting Person nor any director, executive officer or controlling person of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

As described in Item 4, the Reporting Person may be deemed to be a member of a group for the purposes of Section 13(d)(3) of Securities Exchange Act of 1934 (the “Act”) comprised of the Reporting Person and the Other Shareholder (as defined in Item 4). The Other Shareholder has agreed to file a separate statement of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing its required information. The Reporting Person assumes no responsibility for the information contained in such Schedule 13D filed by the Other Shareholder. The Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned or acquired by the Other Shareholder.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares reported herein as being beneficially owned by the Reporting Person were purchased using working capital of the Knighthead Funds in open-market transactions. A total of $177,187,606.72 was paid to acquire the Shares reported in this Schedule 13D, excluding brokerage commissions. The aggregate purchase price of the Call Options (defined below) reported herein is approximately $13,998,826.03, excluding brokerage commissions.

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Item 4. Purpose of Transaction

The Reporting Person, solely through its managed funds and accounts, beneficially owns 16,402,521 Shares, which represent 3.10% of the outstanding Shares based on published information. All Shares so owned by the Reporting Person were purchased and are beneficially owned for investment purposes by the Knighthead Funds.

On August 3, 2019, the Reporting Person and one other shareholder of the Company, Abrams Capital Management, L.P., a Delaware limited partnership (the “Other Shareholder” and together with the Reporting Person, the “Parties”), mutually agreed to act in concert to develop a proposal to provide capital commitments in support of a potential plan of reorganization (“POR”) by the Company. On August 6, 2019, the Parties entered into an agreement (the “Investor Agreement”), a copy of which is filed as Exhibit 99.1 hereto, setting froth the terms and conditions on which the Parties would act in concert. As such, the Reporting Person and the Other Shareholder may be deemed to constitute a group for purposes of Rule 13d-3 under the Act.

Based on information provided by the Other Shareholder, the Reporting Person believes that it and the Other Shareholder beneficially own in the aggregate 7.82% of the outstanding Shares as of the date of this Schedule 13D.

Depending on market conditions and other factors, including developments in the Company’s bankruptcy case, the Knighthead Funds may purchase or sell Shares in the open market or in privately negotiated transactions or purchase or sell cash-settled derivatives, the value of which is measured by changes in trading prices of the Shares.

Nothing in the Investor Agreement constitutes a commitment, agreement or undertaking to accept, endorse or support any POR or provide or arrange any financing or other support related thereto. The Reporting Person also reserves the sole right to vote the Shares it beneficially owns or to take any other action with respect to such Shares. The Reporting Person and the Other Shareholder have expressly represented and agreed that they have no other written or oral agreement or understanding with respect to the Shares and expressly reserve the right for any reason or no reason to act independently with respect to the Company or their investment in it. The Reporting Person reserves the right to change its plans, either alone or with others, at any time. The Reporting Person also reserves the right to terminate the Investor Agreement as to itself at any time, and to take any other action, alone or with others. The Investor Agreement will terminate upon the earlier of (1) a date mutually agreed by the Parties and (2) the date on which one of the Parties has terminated the Investor Agreement as to itself pursuant to the its terms.

Except as set forth above, as of the date of this Schedule 13D, the Reporting Person and, to its knowledge, the Other Shareholder have no current plans or proposals that relate to or would result in any matter referred in items (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to take such other action as it deems appropriate, in its sole discretion, including actions described in items (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The Reporting Person may be deemed to share voting and investment power with Thomas A. Wagner and Ara D. Cohen (collectively, the “Controlling Persons”).

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(a) The business address of each of the Controlling Persons is c/o Knighthead Capital Management, LLC, 1140 Avenue of the Americas, 12^th Floor, New York , New York 10036.

(b) Each of the Controlling Persons is a managing member and co-owner of the Reporting Person.

(c) None of the Controlling Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(d) None of the Controlling Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e) Each of the Controlling Persons is a citizen of the United States of America.

Shares reported herein for the Reporting Person represent Shares owned by the Knighthead Funds, for which the Reporting Person serves as investment manager or advisor. Shares reported herein for the Controlling Persons represent the above referenced shares reported for the Reporting Person.

(a) As of the close of business on August 6, 2019, the Reporting Person and each of the Controlling Persons, solely on behalf of the Knighthead Funds, beneficially owned 16,402,521 Shares.

Percentage: 3.10%

(b) (1)     Sole power to vote or direct vote: 0

(2) Shared power to vote or direct vote: 16,402,521

(3) Sole power to dispose or direct the disposition: 0

(4) Shared power to dispose or direct the disposition: 16,402,521

(c) Transactions in the Shares by the Reporting Person and each of the Controlling Persons during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

(d) Other persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by the Reporting Person. The Knighthead Funds are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of, more than five percent of the Shares reported herein.

(e) Not applicable.

The aggregate percentage of Shares owned by the Reporting Person and reported in this Schedule 13D is based upon 529,210,278 Shares outstanding, as of April 25, 2019, which is the total number of Shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 4 hereof is incorporated by reference in its entirety. In addition, certain of the Knighthead Funds have entered into call options with unaffiliated third-party financial institutions that are exercisable by such Knighthead Funds for an aggregate total of 2,748,000 Shares (the “Call Options”). The Call Options have strike prices ranging from $10 to $30. The Call Options have expiration dates ranging from September 20, 2019 to January 17, 2020. Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and the Other Shareholder, or between each of the foregoing and any other person, with respect to the securities of the Company.

Item 7. Materials to be Filed as Exhibits.

99.1* Investor Agreement, dated August 6, 2019, by and between Abrams Capital Management, L.P. and Knighthead Capital Management, LLC.

* Filed herewith.

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SIGNATURES

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

Dated: August 7, 2019

KNIGHTHEAD CAPITAL MANAGEMENT, LLC
	By:	/s/ Thomas A. Wagner
		Name: Thomas A. Wagner
		Title: Managing Member

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SCHEDULE A

Transactions in Shares During the Past 60 Days

Transaction Date	Entity Transacting	Transaction Type	Options *		Quantity		Price		How Transaction Effected
Common Shares
6/28/2019	Knighthead Annuity and Life Assurance Company	Sell Transaction				12,336.00		23.98	Open Market
6/28/2019	Knighthead Master Fund, L.P.	Sell Transaction				35,825.00		23.98	Open Market
6/28/2019	Knighthead (NY) Fund, L.P.	Sell Transaction				6,267.00		23.98	Open Market
Options
6/28/2019	Knighthead (NY) Fund, L.P.	Buy Transaction		PUT		115,700.00		0.92	Open Market
6/28/2019	Knighthead Annuity and Life Assurance Company	Buy Transaction		PUT		223,000.00		0.92	Open Market
6/28/2019	Knighthead Master Fund, L.P.	Buy Transaction		PUT		661,300.00		0.92	Open Market
6/28/2019	Knighthead (NY) Fund, L.P.	Buy Transaction		PUT		85,400.00		1.83	Open Market
6/28/2019	Knighthead Annuity and Life Assurance Company	Buy Transaction		PUT		165,000.00		1.83	Open Market
6/28/2019	Knighthead Master Fund, L.P.	Buy Transaction		PUT		488,500.00		1.83	Open Market
8/2/2019	Knighthead (NY) Fund, L.P.	Sell Transaction		CALL		81,000.00		0.83	Open Market
8/2/2019	Knighthead Annuity and Life Assurance Company	Sell Transaction		CALL		156,100.00		0.83	Open Market
8/2/2019	Knighthead Master Fund, L.P.	Sell Transaction		CALL		462,900.00		0.83	Open Market

* All option transactions are broken out below common shares in this table and are denoted with a Call/Put distinction. For option transactions the price column is the price paid for the option contract. All option contracts are convertible into common shares and have been converted to common shares in the above table.

EX-99.1

Exhibit 99.1

AGREEMENT

Each of the undersigned (together with its affiliates, a “Party”) is a substantial shareholder of PG&E Corporation (the “Company”). The Parties desire to discuss terms by which they may be willing to provide capital commitments in connection with the Company’s plan of reorganization (“POR”) (the “Purpose”).

In furtherance of the foregoing, the Parties agree as follows:

1.    POR. The Parties will collaborate in good faith with each other and, if requested, the Company and Pacific Gas and Electric Company (“OpCo”) in respect of the Purpose; provided, however, that nothing herein constitutes a commitment, agreement or undertaking to accept, endorse or support any POR or provide or arrange any financing or other support related thereto.

2.    Interest in Equity Securities. (a) Each Party represents and warrants to the other Party that, as of the date of this Agreement, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of equity securities of the Company or OpCo set forth on the signature page hereto. Each Party will as promptly as practicable, and in any event within one business day, notify the other Party of any change in its Beneficial Ownership of equity securities of the Company or OpCo.

(b)    Unless a Party has terminated this Agreement as to itself pursuant to Section 6 hereof or this Agreement has otherwise been terminated pursuant to Section 6 hereof, no Party will increase its Beneficial Ownership of equity securities of the Company or OpCo; provided, however, that (x) nothing herein prevents either Party or any of its managed or controlled funds from selling any debt or equity securities of the Company or OpCo currently Beneficially Owned by such Party or entering into, purchasing or selling cash-settled derivatives relating to such securities so long as so doing is in compliance with law and such transactions do not result in any increase in the number of Company or OpCo equity securities Beneficially Owned by such Party, and (y) the Parties may acquire Beneficial Ownership of up to 8,000,000 additional equity securities of the Company in the aggregate, so long as so doing is in compliance with law.

3.    Voting. Each Party reserves the sole right to vote any equity or other securities of the Company or OpCo Beneficially Owned by it in such manner as it determines in its sole discretion.

4.    Regulatory Filings. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder.

5.    Costs. All fees and expenses (other than filing fees, if any) will be borne by the Parties according to each Party’s Pro Rata Share. A Party’s “Pro Rata Share” will be calculated as a fraction equal to one divided by the total number of Parties. In the event that a Party terminates this Agreement as to itself pursuant to Section 6 hereof or this Agreement is otherwise terminated pursuant to Section 6 hereof, such Party will

cease to have any further obligation for its Pro Rata Share of fees and expenses as provided in this Section 5 incurred through the 15th of the month if such written notice is delivered to the other Party prior to such date, or through the end of the month if such written notice is delivered to the other Party after the 15th of the month or this Agreement is terminated pursuant to Section 6 hereof.

6.    Termination. Either Party may terminate this Agreement as to itself for any reason or for no reason upon written notice to the other Party. This Agreement will terminate without further action upon the earlier to occur of (a) a date mutually agreed by the Parties and (b) the date on which one of the Parties has withdrawn from this Agreement pursuant to this Section 6. No termination of this Agreement pursuant to this Section 6 will relieve either Party from liability for any prior breach by such Party or responsibility for payment of costs and expenses as provided in Section 5 hereof.

7.    Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and the Parties expressly represent that, except for this Agreement, the Parties do not have any written or oral agreement or understanding with respect to the debt or equity securities of the Company or OpCo.

8.    Miscellaneous. This Agreement (a) may be executed in two or more counterparts, each of which will be considered to be an original but all of which will be considered to be the same agreement, and (b) will be governed by the laws of the State of New York without regard to the conflict of laws principles that would cause the laws of another State to apply. Any proceeding in respect of this Agreement may only be initiated in U.S. District Court in the Southern District of New York or, if such court declines to accept jurisdiction, a New York state court located in the Borough of Manhattan.

9.    Notices. Notices must be in writing and will be deemed given hereunder when delivered personally or sent by email (receipt confirmed) to the notice persons identified on the signature pages hereto.

[Remainder of Page Intentionally Left Blank]

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By signing below, each Party agrees to be bound pursuant to and in accordance with the terms of this Agreement effective as of August 6, 2019.

Abrams Capital Management, L.P., on behalf of itself and its managed or controlled funds
By:	/s/ David Abrams
Name:	David Abrams
Title:	Managing Member of its General Partner
Company Common Shares: 25,000,000
OpCo Preferred Shares: 0
Other Equity Securities: 0
Notice Person:
222 Berkeley Street, 21st Floor Boston, MA 02116

[Signature page to Agreement]

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Knighthead Capital Management, LLC, on behalf of itself and its managed or controlled funds
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Managing Member
Company Common Shares: 13,654,521
OpCo Preferred Shares: 0
Other Equity Securities:
Options to acquire 2,748,000 Company Common Shares
Notice Person:
1140 Avenue of the Americas, 12th Floor New York, NY 10036

[Signature page to Agreement]

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