-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JnHj9MbsRSIaCJWKYWDcwC7bVgAqC7jtEXuIYrzeakncDt66MsuZLnvLejJvo/bZ oeBnU68sV59n3PwhO+Th7g== 0001011438-09-000174.txt : 20090217 0001011438-09-000174.hdr.sgml : 20090216 20090217164620 ACCESSION NUMBER: 0001011438-09-000174 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: JONATHAN SOROS GROUP MEMBERS: ROBERT SOROS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGEND INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001132143 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 233067904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78004 FILM NUMBER: 09614756 BUSINESS ADDRESS: STREET 1: LEVEL 8 580 ST KILDA RD STREET 2: MELBOURNE CITY: VICTORIA STATE: C3 ZIP: 8008 BUSINESS PHONE: 61392341000 MAIL ADDRESS: STREET 1: LEVEL 8 580 ST KILDA RD STREET 2: MELBOURNE CITY: VICTORIA STATE: C3 ZIP: 8008 FORMER COMPANY: FORMER CONFORMED NAME: SUNDEW INTERNATIONAL INC DATE OF NAME CHANGE: 20010112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G/A 1 form_sc13ga-legend.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

LEGEND INTERNATIONAL HOLDINGS, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

52467C100

(CUSIP Number)

 

December 31, 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:

 

[   ]     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 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).

 

Continued on following pages

Page 1 of 9 Pages

 

 

CUSIP NO. 52467C100

Page 2 of 9 Pages

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

 

SOROS FUND MANAGEMENT LLC

 

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

[     ]

 

b.

[ X ]

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

DELAWARE

 

 

5

Sole Voting Power

Number of

Shares

 

23,431,180

Beneficially

Owned By

Each

6

Shared Voting Power

0

Reporting

Person

With

7

Sole Dispositive Power

23,431,180

 

8

Shared Dispositive Power

 

 

0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,431,180

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

 

[

]

 

11

Percent of Class Represented By Amount in Row (9)

 

10.35%

 

12

Type of Reporting Person (See Instructions)

 

OO, IA

 

 

 

 

CUSIP NO. 52467C100

Page 3 of 9 Pages

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

 

GEORGE SOROS

 

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

[     ]

 

b.

[ X ]

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

UNITED STATES

 

 

5

Sole Voting Power

Number of

Shares

 

0

Beneficially

Owned By

Each

6

Shared Voting Power

23,431,180

Reporting

Person

With

7

Sole Dispositive Power

0

 

8

Shared Dispositive Power

 

 

23,431,180

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,431,180

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

 

[

]

 

11

Percent of Class Represented By Amount in Row (9)

 

10.35%

 

12

Type of Reporting Person (See Instructions)

 

IA

 

 

CUSIP NO. 52467C100

Page 4 of 9 Pages

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

 

ROBERT SOROS

 

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

[     ]

 

b.

[ X ]

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

UNITED STATES

 

 

5

Sole Voting Power

Number of

Shares

 

0

Beneficially

Owned By

Each

6

Shared Voting Power

23,431,180

Reporting

Person

With

7

Sole Dispositive Power

0

 

8

Shared Dispositive Power

 

 

23,431,180

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,431,180

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

 

[

]

 

11

Percent of Class Represented By Amount in Row (9)

 

10.35%

 

12

Type of Reporting Person (See Instructions)

 

IA

 

 

CUSIP NO. 52467C100

Page 5 of 9 Pages

 

1

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

 

JONATHAN SOROS

 

 

2

Check the Appropriate Box If a Member of a Group (See Instructions)

 

a.

[     ]

 

b.

[ X ]

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

UNITED STATES

 

 

5

Sole Voting Power

Number of

Shares

 

0

Beneficially

Owned By

Each

6

Shared Voting Power

23,431,180

Reporting

Person

With

7

Sole Dispositive Power

0

 

8

Shared Dispositive Power

 

 

23,431,180

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,431,180

 

10

Check Box If the Aggregate Amount in Row (9) Excludes Certain

Shares (See Instructions)

 

 

[

]

 

11

Percent of Class Represented By Amount in Row (9)

 

10.35%

 

12

Type of Reporting Person (See Instructions)

 

IA

 

 

CUSIP NO. 52467C100

Page 6 of 9 Pages

 

Item

1(a)

Name of Issuer: Legend International Holdings, Inc. (the "Issuer").

 

 

1(b)

Address of the Issuer's Principal Executive Offices:

 

 

Level 8, 580 St. Kilda Road

 

Melbourne, Victoria 3004

 

Australia

 

Item

2(a)

Name of Person Filing

 

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

 

 

i)

Soros Fund Management LLC (“SFM LLC”);

 

 

ii)

George Soros;

 

 

iii)

Robert Soros; and

 

 

iv)

Jonathan Soros.

 

This statement relates to Shares (as defined herein) held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), Quantum EMEA Fund Ltd., a Cayman Islands exempted limited liability company (“Quantum EMEA”), and RS Capital Partners Ltd., a Cayman Islands exempted limited liability company (“RS Capital”). SFM LLC serves as principal investment manager to Quantum Partners, Quantum EMEA, and RS Capital. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners, Quantum EMEA, and RS Capital. George Soros serves as Chairman of SFM LLC, Robert Soros serves as Deputy Chairman of SFM LLC, and Jonathan Soros serves as President and Deputy Chairman of SFM LLC.

 

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 888 Seventh Avenue, 33rd Floor, New York, New York 10106.

 

Item

2(c)

Citizenship:

 

 

i)

SFM LLC is a Delaware limited liability company;

 

 

ii)

George Soros is a United States citizen;

 

 

iii)

Robert Soros is a United States citizen; and

 

 

iv)

Jonathan Soros is a United States citizen.

 

Item

2(d)

Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Shares”).

 

 

CUSIP NO. 52467C100

Page 7 of 9 Pages

 

Item

2(e)

CUSIP Number:

 

52467C100

 

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:

 

This Item 3 is not applicable.

 

Item

4.

Ownership:

 

Item

4(a)

Amount Beneficially Owned:

 

As of December 31, 2008, each of the Reporting Persons may be deemed to be the beneficial owner of 23,431,180 Shares. This number consists of (A) 2,051,930 Shares held for the account of Quantum Partners, (B) 19,455,000 Shares held for the account of Quantum EMEA, and (C) 1,924,250 Shares held for the account of RS Capital.

 

Item

4(b)

Percent of Class:

 

As of December 31, 2008, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 10.35% of the total number of Shares outstanding.

 

Item

4(c)

Number of shares as to which such person has:

 

SFM LLC

(i)

Sole power to vote or direct the vote:                                                          

23,431,180

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

23,431,180

(iv)

Shared power to dispose or to direct the disposition of

0

 

George Soros

(i)

Sole power to vote or direct the vote:                                                          

0

(ii)

Shared power to vote or to direct the vote

23,431,180

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

23,431,180

 

Robert Soros

(i)

Sole power to vote or direct the vote:                                                          

0

(ii)

Shared power to vote or to direct the vote

23,431,180

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

23,431,180

 

 

 

CUSIP NO. 52467C100

Page 8 of 9 Pages

 

 

Jonathan Soros

(i)

Sole power to vote or direct the vote:                                                           

0

(ii)

Shared power to vote or to direct the vote

23,431,180

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

23,431,180

 

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 shareholders of Quantum Partners are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. The shareholders of Quantum EMEA are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum EMEA in accordance with their ownership interests in Quantum EMEA. The shareholders of RS Capital are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of RS Capital, in accordance with their ownership interests in RS Capital.

 

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.

Certification:

 

By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect.

 

 

CUSIP NO. 52467C100

Page 9 of 9 Pages

 

 

SIGNATURES

 

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.

 

Date: February 17, 2009

SOROS FUND MANAGEMENT LLC

 

 

By:

/s/ Jodye Anzalotta

Jodye Anzalotta

Assistant General Counsel

 

Date: February 17, 2009

GEORGE SOROS

 

 

By:

/s/ Jodye Anzalotta

Jodye Anzalotta

Attorney-in-Fact

 

Date: February 17, 2009

ROBERT SOROS

 

 

By:

/s/ Jodye Anzalotta

Jodye Anzalotta

Attorney-in-Fact

 

Date: February 17, 2009

JONATHAN SOROS

 

 

By:

/s/ Jodye Anzalotta

Jodye Anzalotta

Attorney-in-Fact

 

 

 

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