1.
|
NAMES OF REPORTING PERSONS
Mangrove Partners Master Fund, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
20,331,863
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
20,331,863
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331,863
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Mangrove Partners
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
20,331,863
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
20,331,863
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331,863
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Nathaniel August
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
20,331,863
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
20,331,863
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331,863
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key Bluescape Holdings LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key Fund GP LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key Management LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key GP Management LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Jeff Coviello
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Cove Key GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Energy Partners III GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Resources GP Holdings LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Resources Company LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAMES OF REPORTING PERSONS
Charles John Wilder, Jr.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
|||
By:
|
MANGROVE PARTNERS,
as Investment Manager
|
||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
MANGROVE PARTNERS
|
|||
By:
|
/s/ Nathaniel August
|
||
Name:
|
Nathaniel August
|
||
Title:
|
Director
|
/s/ Nathaniel August
|
|
NATHANIEL AUGUST
|
COVE KEY BLUESCAPE HOLDINGS LP
By: Bluescape Cove Key GP LLC, its general partner
|
|||
By:
|
/s/ Jonathan Siegler
|
||
Name:
|
Jonathan Siegler
|
||
Title:
|
Managing Director
|
COVE KEY FUND GP LP
By: Cove Key GP LLC, its general partner
|
|||
By:
|
/s/ Jeff Coviello
|
||
Name:
|
Jeff Coviello
|
||
Title:
|
Manager
|
COVE KEY GP LLC
|
|||
By:
|
/s/ Jeff Coviello
|
||
Name:
|
Jeff Coviello
|
||
Title:
|
Manager
|
COVE KEY MANAGEMENT LP
By: Cove Key GP Management LLC, its general partner
|
|||
By:
|
/s/ Jeff Coviello
|
||
Name:
|
Jeff Coviello
|
||
Title:
|
Manager
|
COVE KEY GP MANAGEMENT LLC
|
|||
By:
|
/s/ Jeff Coviello
|
||
Name:
|
Jeff Coviello
|
||
Title:
|
Manager
|
/s/ Jeff Coviello
|
||
JEFF COVIELLO
|
BLUESCAPE COVE KEY GP LLC
|
|||
By:
|
/s/ Jonathan Siegler
|
||
Name:
|
Jonathan Siegler
|
||
Title:
|
Managing Director
|
BLUESCAPE ENERGY PARTNERS III GP LP
|
|||
By:
|
/s/ Jonathan Siegler
|
||
Name:
|
Jonathan Siegler
|
||
Title:
|
Managing Director
|
BLUESCAPE RESOURCES GP HOLDINGS LLC
|
|||
By:
|
/s/ Jonathan Siegler
|
||
Name:
|
Jonathan Siegler
|
||
Title:
|
Managing Director
|
BLUESCAPE RESOURCES COMPANY LLC
|
|||
By:
|
/s/ Jonathan Siegler
|
||
Name:
|
Jonathan Siegler
|
||
Title:
|
Managing Director
|
/s/ Charles John Wilder, Jr.
|
|
CHARLES JOHN WILDER, JR.
|
Date
|
Buy/Sell
|
Security
|
Amount of Shares Bought/(Sold)
|
Approx. Price ($CAD) per Share2
|
Cove Key Bluescape Holdings LP
|
||||
3/20/2019
|
Buy
|
Common Stock
|
125,000
|
9.0991
|
3/21/2019
|
Buy
|
Common Stock
|
69,900
|
9.1290
|
Very truly yours,
|
||||
MANGROVE PARTNERS
|
||||
By:
|
||||
Name:
|
||||
Title:
|
Agreed to and accepted as
of the date first written above: |
||
Name:
|