SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
KLS Diversified Asset Management LP

(Last) (First) (Middle)
452 FIFTH AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2018
3. Issuer Name and Ticker or Trading Symbol
PENN VIRGINIA CORP [ PVAC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
01/29/2018
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 1,169,042(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. KLS is the investment manager of KLS Diversified Master Fund L.P., which is the direct owner of 1,169,042 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Issuer.
2. KLS previously filed a Form 3 with the Securities and Exchange Commission on January 29, 2018, reporting its ownership of 1,163,554 shares of Common Stock. The Issuer distributed an additional 5,488 shares to KLS on December 12, 2018 pursuant to the Second Amended Joint Chapter 11 Plan of Reorganization of the Issuer and its Debtor Affiliates (Docket No. 501), which was confirmed by the United States Bankruptcy Court for the Eastern District of Virginia on August 11, 2016 (the "Plan"). Pursuant to the Plan, such shares shall be deemed distributed as of September 12, 2016 regardless of the date on which they are actually distributed. Each of the Forms 4 filed by KLS on May 16, 2018 and May 23, 2018 accurately reported the transactions giving rise to the filing of such Forms 4, but the aggregate amount of Common Stock owned by KLS was underreported on those Forms 4 by 5,488 shares.
Remarks:
Michael Hanna, a Portfolio Manager at KLS Diversified Asset Management LP ("KLS"), serves as a member of the board of directors of Penn Virginia Corporation (the "Issuer") as the representative of KLS. In connection therewith, KLS may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended. As a result, KLS is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 3.
KLS Diversified Asset Management LP, By: /s/ Joseph Schneider, Chief Compliance Officer 12/14/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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