0001104659-21-023549.txt : 20210216 0001104659-21-023549.hdr.sgml : 20210216 20210216132618 ACCESSION NUMBER: 0001104659-21-023549 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210216 GROUP MEMBERS: CAPITAL VENTURES INTERNATIONAL GROUP MEMBERS: CVI OPPORTUNITIES FUND I, LLLP GROUP MEMBERS: CVI OPPORTUNITIES FUND II, LLLP GROUP MEMBERS: G1 EXECUTION SERVICES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY CORP CENTRAL INDEX KEY: 0001064728 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 134004153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78038 FILM NUMBER: 21635541 BUSINESS ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: P&L COAL HOLDINGS CORP DATE OF NAME CHANGE: 19980623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA ADVISORS GROUP, INC. CENTRAL INDEX KEY: 0001444949 IRS NUMBER: 232572974 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE, SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-617-2600 MAIL ADDRESS: STREET 1: 401 CITY AVENUE, SUITE 220 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: Susquehanna Advisors Group, Inc. DATE OF NAME CHANGE: 20080911 SC 13G/A 1 tm216465d4_sc13ga.htm SC 13G/A

CUSIP No: 704551100

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. 4)*

Peabody Energy Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

704551100

(CUSIP Number)

December 31, 2020

(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 in the remainder of this cover page shall not be deemed to be “filed” for purposes 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: 704551100

	(1)	NAMES OF REPORTING PERSONS

		Capital Ventures International

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

	(3)	SEC USE ONLY

	(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 17,810 (1)(2)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 17,810 (1)(2)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) CO

(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP and, as such, may exercise voting and dispositive power over the shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively.

CUSIP No: 704551100

	(1)	NAMES OF REPORTING PERSONS

		CVI Opportunities Fund I, LLLP

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

	(3)	SEC USE ONLY

	(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 4,929,539 (1)(2)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 4,929,539 (1)(2)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) PN

CUSIP No: 704551100

	(1)	NAMES OF REPORTING PERSONS

		CVI Opportunities Fund II, LLLP

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

	(3)	SEC USE ONLY

	(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 1,187,690 (1)(2)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 1,187,690 (1)(2)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) PN

CUSIP No: 704551100

	(1)	NAMES OF REPORTING PERSONS

		G1 Execution Services, LLC

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

	(3)	SEC USE ONLY

	(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

		Illinois

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 12,952 (1)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 12,952 (1)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) BD, OO

CUSIP No: 704551100

	(1)	NAMES OF REPORTING PERSONS

		Susquehanna Advisors Group, Inc.

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

	(3)	SEC USE ONLY

	(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

		Pennsylvania

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0 (1)(2)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 0 (1)(2)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) CO

CUSIP No: 704551100

(1)	Names of Reporting Persons Susquehanna Fundamental Investments, LLC

(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨

(3)	SEC Use Only

(4)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 130,739 (1)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 130,739 (1)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) OO

CUSIP No: 704551100

	(1)	NAMES OF REPORTING PERSONS

		Susquehanna Securities, LLC

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

	(3)	SEC USE ONLY

	(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 335,981 (1)

	(6)	Shared Voting Power 6,614,711 (1)

	(7)	Sole Dispositive Power 335,981 (1)

	(8)	Shared Dispositive Power 6,614,711 (1)


(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,614,711 (1)

(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) 6.8%

(12) Type of Reporting Person (See Instructions) BD, OO

CUSIP No: 704551100

Item 1.

(a)

Name of Issuer

Peabody Energy Corporation (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices

701 Market Street, St. Louis, Missouri 63101

Item 2(a).

Name of Person Filing

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company, $0.01 par value per share (the “Shares”).

(i)

Capital Ventures International

(ii)

CVI Opportunities Fund I, LLLP

(iii)

CVI Opportunities Fund II, LLLP

(iv)

G1 Execution Services, LLC

(v)

Susquehanna Advisors Group, Inc.

(vi)

Susquehanna Fundamental Investments, LLC

(vii)

Susquehanna Securities, LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence

The address of the principal business office of Capital Ventures International is:

P.O. Box 897

Windward 1, Regatta Office Park

West Bay Road

Grand Cayman, KY1-1103

Cayman Islands

The address of the principal business offices of each of CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP is:

251 Little Falls Drive

Wilmington, DE 19808

The address of the principal business office of G1 Execution Services, LLC is:

175 W. Jackson Blvd.

Suite 1700

Chicago, IL 60604

The address of the principal business office of each of Susquehanna Advisors Group, Inc., Susquehanna Fundamental Investments, LLC and Susquehanna Securities, LLC is:

401 E. City Avenue

Suite 220

Bala Cynwyd, PA 19004

Item 2(c).

Citizenship

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

CUSIP No: 704551100

Item 2(d)

Title of Class of Securities

Common stock, $0.01 par value per share

Item 2(e)

CUSIP Number

704551100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under Section 8 of the Investment

Company Act of 1940 (15 U.S.C. 80a-8).

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with

§240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with

§240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings association as defined in Section 3(b) of the Federal

Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment

company under Section 3(c)(14) of the Investment Company Act of 1940

(15 U.S.C. 80a-3);

(j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 287,400 Shares.

The Company’s Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission on November 9, 2020, indicates that there were 97,800,000 Shares outstanding as of November 2, 2020.

Susquehanna Advisors Group, Inc., which serves as the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

CUSIP No: 704551100

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired

the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of 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 or effect.

CUSIP No: 704551100

SIGNATURES

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

Dated: February 10, 2021

CAPITAL VENTURES INTERNATIONAL		CVI Opportunities Fund I, LLLP
By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which was previously filed		By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which was previously filed

By:	/s/ Brian Sopinsky	By:	/s/ Brian Sopinsky
Name:	Brian Sopinsky	Name:	Brian Sopinsky
Title:	Assistant Secretary	Title:	Assistant Secretary

CVI Opportunities Fund II, LLLP		G1 EXECUTION SERVICES, LLC
By: Susquehanna Advisors Group, Inc., pursuant to a
Limited Power of Attorney, a copy of which was previously filed		By:	/s/ Brian Sopinsky
		Name:	Brian Sopinsky
By:	/s/ Brian Sopinsky	Title:	Secretary
Name:	Brian Sopinsky
Title:	Assistant Secretary

Susquehanna Advisors Group, INC.		SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC

By:	/s/ Brian Sopinsky	By:	/s/ Brian Sopinsky
Name:	Brian Sopinsky	Name:	Brian Sopinsky
Title:	Assistant Secretary	Title:	Assistant Secretary


SUSQUEHANNA SECURITIES, LLC

By:	/s/ Brian Sopinsky
Name:	Brian Sopinsky
Title:	Secretary

CUSIP No: 704551100

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
I	Limited Power of Attorney for Capital Ventures International *
II	Limited Power of Attorney for CVI Opportunities Fund I, LLLP*
III	Limited Power of Attorney for CVI Opportunities Fund II, LLLP*
IV	Joint Filing Agreement*

*Previously Filed