0000921895-17-000372.txt : 20170214 0000921895-17-000372.hdr.sgml : 20170214 20170214153536 ACCESSION NUMBER: 0000921895-17-000372 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Foresight Energy LP CENTRAL INDEX KEY: 0001540729 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 800778894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88722 FILM NUMBER: 17608024 BUSINESS ADDRESS: STREET 1: 211 NORTH BROADWAY, SUITE 2600 CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 314-932-6160 MAIL ADDRESS: STREET 1: 211 NORTH BROADWAY, SUITE 2600 CITY: ST. LOUIS STATE: MO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: Foresight Energy Partners LP DATE OF NAME CHANGE: 20120127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001280190 IRS NUMBER: 134220800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3801 PGA BLVD. STREET 2: SUITE 600 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 201-308-8040 MAIL ADDRESS: STREET 1: C/O CANDENS SERVICES, INC. STREET 2: 525 WASHINGTON BLVD., 33RD FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT DATE OF NAME CHANGE: 20040213 SC 13G/A 1 sc13ga306588014_02142017.htm AMENDMENT NO. 3 TO THE SCHEDULE 13G sc13ga306588014_02142017.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
 
(Amendment No. 3)1
 

Foresight Energy LP
 (Name of Issuer)
 
Common Units representing limited partner interests
 (Title of Class of Securities)
 
34552U104
 (CUSIP Number)
 
December 31, 2016
 (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)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  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. 34552U104
 
1
NAME OF REPORTING PERSON
 
ACCIPITER LIFE SCIENCES FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
3,037,300
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
3,037,300
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,037,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6%
12
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 34552U104
 
1
NAME OF REPORTING PERSON
 
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
4,798,951
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
4,798,951
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,798,951
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.3%
12
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 34552U104
 
1
NAME OF REPORTING PERSON
 
CANDENS CAPITAL, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
3,037,300
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
3,037,300
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,037,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6%
12
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 34552U104
 
1
NAME OF REPORTING PERSON
 
ACCIPITER CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
7,836,251
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
7,836,251
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,836,251
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.9%
12
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 34552U104
 
1
NAME OF REPORTING PERSON
 
GABE HOFFMAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
7,836,251
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
7,836,251
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,836,251
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.9%
12
TYPE OF REPORTING PERSON
 
IN

 
6
 
CUSIP NO. 34552U104
 
Item 1(a).
Name of Issuer:
 
Foresight Energy LP., a Delaware limited partnership (the “Issuer”).

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

211 North Broadway, Suite 2600, Saint Louis, Missouri 63102.
 
Item 2(a).
Name of Person Filing:
 
This statement is jointly filed by Accipiter Life Sciences Fund, LP, a Delaware limited partnership (“ALSF”), Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company (“Offshore”), Accipiter Capital Management, LLC, a Delaware limited liability company (“Management”), Candens Capital, LLC (“Candens”), a Delaware limited liability company, and Gabe Hoffman (“Mr. Hoffman”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
Mr. Hoffman is the managing member of Candens, which in turn is the general partner of ALSF, and Mr. Hoffman is the managing member of Management (Mr. Hoffman and Management are hereinafter referred to as the “Controlling Persons”), which in turn is the investment manager of ALSF and Offshore, the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all shares of Common Stock held by ALSF and Offshore.  The Reporting Persons are filing this joint statement, as they may be considered a “group” under Section 13(d)(3) of the Act.  However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The principal business address of each of ALSF and Offshore is c/o Candens Services, Inc., 525 Washington Boulevard, 33rd Floor, Jersey City, New Jersey 07310.  The principal business address of Management, Candens and Mr. Hoffman is 3801 PGA Boulevard, Suite 600, Palm Beach Gardens, Florida 33408.
 
Item 2(c).
Citizenship:
 
ALSF, Candens and Management are organized under the laws of the State of Delaware.  Offshore is organized under the laws of the Cayman Islands.  Gabe Hoffman is a citizen of the United States of America.
 
Item 2(d).
Title of Class of Securities:
 
Common Units representing limited partnership interests (the “Common Units”).
 
Item 2(e).
CUSIP Number:
 
34552U104
 
 
7
 
CUSIP NO. 34552U104
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
/ X /           Not Applicable
 
 
(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).
 
 
(c)
/  /
Insurance company as defined in Section 3(a)(19) 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)
/  /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/  /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.
 
The percentages reported herein are calculated based on 66,104,673 Common Units no par value, outstanding as of November 4, 2016, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016.
 
See Cover Pages Items 5–11. All ownership information reported on the Cover Pages is as of December 31, 2016.
 
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.
 
 
8
 
CUSIP NO. 34552U104
 
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.
 
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on July 10, 2015.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my 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.
 
 
9
 
CUSIP NO. 34552U104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 14, 2017
ACCIPITER LIFE SCIENCES, LP
   
 
By:
Candens Capital, LLC
General Partner
   
 
By:
/s/ Gabe Hoffman
   
Name:
Gabe Hoffman
   
Title:
Managing Member


 
ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
   
 
By:
Accipiter Capital Management, LLC
Its investment manager
   
 
By:
/s/ Gabe Hoffman
   
Name:
Gabe Hoffman
   
Title:
Managing Member


 
ACCIPITER CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ Gabe Hoffman
   
Name:
Gabe Hoffman
   
Title:
Managing Member


 
CANDENS CAPITAL, LLC
   
 
By:
/s/ Gabe Hoffman
   
Name:
Gabe Hoffman
   
Title:
Managing Member
 
   
 
/s/ Gabe Hoffman
 
GABE HOFFMAN
 
 
10