0001013594-17-000183.txt : 20170214 0001013594-17-000183.hdr.sgml : 20170214 20170214172138 ACCESSION NUMBER: 0001013594-17-000183 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: Green Plains Inc. CENTRAL INDEX KEY: 0001309402 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841652107 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81560 FILM NUMBER: 17610449 BUSINESS ADDRESS: STREET 1: 1811 AKSARBEN DRIVE CITY: OMAHA STATE: NE ZIP: 68106 BUSINESS PHONE: 402-884-8700 MAIL ADDRESS: STREET 1: 1811 AKSARBEN DRIVE CITY: OMAHA STATE: NE ZIP: 68106 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20100106 FORMER COMPANY: FORMER CONFORMED NAME: GREEN PLAINS RENEWABLE ENERGY, INC. DATE OF NAME CHANGE: 20060314 FORMER COMPANY: FORMER CONFORMED NAME: Green Plains Renewable Energy, Inc. DATE OF NAME CHANGE: 20041123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tourbillon Capital Partners, L.P. CENTRAL INDEX KEY: 0001592476 IRS NUMBER: 460724833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-554-2500 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Tourbillon Capital Partners LP DATE OF NAME CHANGE: 20131120 SC 13G/A 1 greenplainsinc13ga-021417.htm FEBRUARY 14, 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 3)*
Green Plains Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
393222104
(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:
[ ] 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 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 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).

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Tourbillon Capital Partners LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(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
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,652,922
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,652,922
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,652,922
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
9.52%
   
12.
TYPE OF REPORTING PERSON
   
 
PN, IA


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Jason H. Karp
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,652,922
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,652,922
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,652,922
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
9.52%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


Item 1(a).
Name of Issuer:
Green Plains Inc. (the "Issuer")
Item 1(b).
Address of Issuer's Principal Executive Offices:
450 Regency Parkway, Suite 400
 Omaha, NE 68114
Item 2(a).
Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are Tourbillon Capital Partners LP ("Tourbillon Capital Partners") and Jason H. Karp (together, the "Reporting Persons"). This Statement relates to the Common Stock (as defined herein) held for the accounts of Tourbillon Global Master Fund Ltd ("Global Master Fund") and GFS Map Trust Tourbillon ("GFS Map Trust"). Tourbillon Capital Partners serves as investment manager to each of Global Master Fund and GFS Map Trust. Mr. Karp is the Chief Executive Officer of Tourbillon Capital Partners.
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 444 Madison Avenue, 26th Floor, New York, NY 10022.
Item 2(c).
Citizenship:
Tourbillon Capital Partners is a Delaware limited partnership. Mr. Karp is a citizen of the United States of America.
Item 2(d).
Title of Class of Securities:
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e).
CUSIP Number:
393222104
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:

 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-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: ____

If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.
(a)
Amount beneficially owned:
As of the close of business on December 30, 2016, the Reporting Persons may be deemed to have  beneficially owned 3,652,922 shares of Common Stock.
(b)
Percent of class:
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 38,368,478 shares of Common Stock outstanding as of October 31, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2016. As of the close of business on December 31, 2016, the Reporting Persons may be deemed to have beneficially owned approximately 9.52% of the shares of Common Stock outstanding.
 (c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
 (ii)
Shared power to vote or to direct the vote
See Cover Pages Items 5-9.
 (iii)
Sole power to dispose or to direct the disposition of
See Cover Pages Items 5-9.
 (iv)
Shared power to dispose or to direct the disposition of
See Cover Pages Items 5-9.
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 Persons have 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.
Not applicable.

Item 8.
Identification and Classification of Members of the Group.
See Exhibit A.to the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
By signing below 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.

 
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 14, 2017
TOURBILLON CAPITAL PARTNERS LP


By:  /s/ Brian A. Kessler
              Brian A. Kessler,
               Chief Financial Officer

/s/ Jason H. Karp
      Jason H. Karp