SC 13G/A 1 d482455dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

WALTER ENERGY, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

93317Q105

(CUSIP Number)

December 31, 2012*

(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 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 (“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. 93317Q105   Page 2 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Master Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

2,539,745 (See Item 4)

   6   

SHARED VOTING POWER

 

None (see Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745 (See Item 4)

   8   

SHARED DISPOSITIVE POWER

 

None

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 3 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Global, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 4 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Global Investments, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 5 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Institutional Fund, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 6 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Institutional Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 7 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Institutional Fund II, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 8 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Institutional Fund II, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 9 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Global Japan Unit Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

2,539,745

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

2,539,745

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,539,745 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.06%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 10 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Leveraged Master Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

673,953

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

673,953

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

673,953 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.08%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 11 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Leveraged Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

673,953

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

673,953

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

673,953 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.08%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 12 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Leveraged Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

673,953

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

673,953

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

673,953 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.08%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 13 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Fundamental Trading Master Fund Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

80,381

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

80,381

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

80,381 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.13%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 14 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Fundamental Trading Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

80,381

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

80,381

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

80,381 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.13%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 15 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Atlas Fundamental Trading Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

80,381

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

80,381

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

80,381 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.13%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 16 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Balamat Cayman Fund Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

99,237

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

99,237

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

99,237 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.16%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 17 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Balyasny Dedicated Investor Master Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

279,800

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

279,800

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

279,800 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.45%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 18 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Balyasny Dedicated Investor Onshore Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

279,800

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

279,800

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

279,800 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.45%

12  

TYPE OF REPORTING PERSON*

 

OO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 19 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Balyasny Dedicated Investor Offshore Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

279,800

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

279,800

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

279,800 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.45%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 20 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Lyxor/Balyasny Atlas Enhanced Fund Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

319,912

   6   

SHARED VOTING POWER

 

None (See Item 4)

   7   

SOLE DISPOSITIVE POWER

 

319,912

   8   

SHARED DISPOSITIVE POWER

 

None (See Item 4)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

319,912 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

.51%

12  

TYPE OF REPORTING PERSON*

 

CO

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 21 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Balyasny Asset Management L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(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

 

3,993,028 (See Item 4)

   6   

SHARED VOTING POWER

 

None

   7   

SOLE DISPOSITIVE POWER

 

3,993,028 (See Item 4)

   8   

SHARED DISPOSITIVE POWER

 

None

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,993,028 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.39%

12  

TYPE OF REPORTING PERSON*

 

IA

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

CUSIP No. 93317Q105   Page 22 of 44 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Dmitry Balyasny

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

 

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

3,993,028 (See Item 4)

   6   

SHARED VOTING POWER

 

None

   7   

SOLE DISPOSITIVE POWER

 

3,993,028 (See Item 4)

   8   

SHARED DISPOSITIVE POWER

 

None

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,993,028 (See Item 4)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

 

Not Applicable

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.39%

12  

TYPE OF REPORTING PERSON*

 

IN

 

* Number of Shares reported as of February 1, 2013.

* SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1   (a) Name of Issuer:

Walter Energy, Inc. (the “Company”)

 

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

300 Riverchase Galleria, Suite 1700

Birmingham, Alabama

35244

United States

 

Item 2 (a) – (c) This statement is filed on behalf of the following:

  (1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.

  (2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 12.23% of the equity interests in AMF.

  (3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AGI owns 32.01% of the equity interests in AMF.

  (4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AIF LLC owns 5.84% of the equity interests in AMF.

  (5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AIF LTD owns 28.09% of the equity interests in AMF.

  (6) Atlas Institutional Fund II, LLC is a Delaware limited liability company (“AIF2 LLC”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. AIF2 LLC owns 6.98% of the equity interests in AMF.

  (7) Atlas Institutional Fund II, Ltd. is a Cayman corporation (“AIF2 LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AIF2, LTD owns 6.35% of the equity interests in AMF.

 

Page 23 of 44

(8) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 8.50% of the equity interests in AMF.

(9) Atlas Leveraged Master Fund, Ltd. is a Cayman corporation (“ATLAS LEVERAGED MASTER FUND”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.

(10) Atlas Leveraged Fund, L.P. is a Delaware limited partnership (“ALF LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. ALF LP owns 34.34% of the equity interests in ATLAS LEVERAGED MASTER FUND.

(11) Atlas Leveraged Fund, Ltd. is a Cayman corporation (“ALF LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. ALF LTD. owns 65.66% of the equity interests in ATLAS LEVERAGED MASTER FUND.

(12) Atlas Fundamental Trading Master Fund Ltd. is a Cayman corporation (“AFT MASTER”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.

(13) Atlas Fundamental Trading Fund, L.P., is a Delaware limited partnership (“AFT LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AFT LP owns 58.41% of the equity interests in AFT MASTER.

(14) Atlas Fundamental Trading Fund Ltd. is a Cayman corporation (“AFT LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. AFT LTD owns 41.59% of the equity interests in AFT MASTER.

(15) Balamat Cayman Fund Limited is a Cayman corporation (“BCF”), with its principal business office at c/o City Hedge Fund Services (Cayman), Ltd., P.O. Box 10293, 27 Hospital Road, 5th Floor, George Town, Grand Cayman, Cayman , British West Indies.

(16) Balyasny Dedicated Investor Master Fund, Ltd. is a Cayman corporation (“BDI MASTER”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies.

 

Page 24 of 44

(17) Balyasny Dedicated Investor Onshore Fund, L.P. is a Delaware limited partnership (“BDI LP”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BDI LP owns 32.30% of the equity interests in BDI MASTER.

(18) Balyasny Dedicated Investor Offshore Fund, Ltd. is a Cayman corporation (“BDI LTD”), with its principal business office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman, British West Indies. BDI LTD owns 67.70% of the equity interests in BDI MASTER.

(19) Lyxor/Balyasny Atlas Enhanced Fund Limited is a Jersey limited corporation (“LYXOR”), with its registered office at 18 Esplanade, St. Helier, Jersey JE4 8RT, Channel Islands.

(20) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, ATLAS LEVERAGED MASTER FUND, ALF LP, ALF LTD, AFT MASTER, AFT LP, AFT LTD, BCF, BDI MASTER, BDI LP, BDI LTD and LYXOR.

(23) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.

 

  (d) Title of Class of Securities:

Common Stock

 

  (e) CUSIP Number: 93317Q105

 

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:

Not Applicable

 

Page 25 of 44

Item 4 Ownership:

AMF

 

  (a) Amount Beneficially Owned:

2,539,745

 

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

AG

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 12.23% of the equity interest in AMF, AG may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

  (b) Percent of Class:

4.06%

 

Page 26 of 44

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

AGI

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 32.01% of the equity interest in AMF, AGI may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (ii) Sole power to dispose or direct disposition of:

2,539,745

 

Page 27 of 44

  (iv) Shared power to dispose or to direct disposition of:

None

AIF LLC

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 5.84% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

AIF LTD

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 28.09% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

 

Page 28 of 44

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

AIF2 LLC

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 6.98% of the equity interest in AMF, AIF2 LLC may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

 

Page 29 of 44

AIF2 LTD

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 6.35% of the equity interest in AMF, AIF2 LTD may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

AGJ

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 8.50% of the equity interest in AMF, AGJ may be deemed to beneficially own the 2,539,745 Shares of the Company’s Common Stock beneficially owned by AMF.

 

 

Page 30 of 44

  (b) Percent of Class:

4.06%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

2,539,745

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

2,539,745

 

  (iv) Shared power to dispose or to direct disposition of:

None

ATLAS LEVERAGED MASTER FUND

 

  (a) Amount Beneficially Owned:

673,953

 

  (b) Percent of Class:

1.08%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

673,953

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

673,953

 

Page 31 of 44

  (iv) Shared power to dispose or to direct disposition of:

None

ALF LP

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 34.34% of the equity interest in ATLAS LEVERAGED MASTER FUND, ALF LP may be deemed to beneficially own the 673,953 Shares of the Company’s Common Stock beneficially owned by ATLAS LEVERAGED MASTER FUND.

 

  (b) Percent of Class:

1.08%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

673,953

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

673,953

 

  (iv) Shared power to dispose or to direct disposition of:

None

 

Page 32 of 44

ALF LTD.

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 65.66% of the equity interest in ATLAS LEVERAGED MASTER FUND, ALF LP may be deemed to beneficially own the 673,953 Shares of the Company’s Common Stock beneficially owned by ATLAS LEVERAGED MASTER FUND.

 

  (b) Percent of Class:

1.08%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

673,953

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

673,953

 

  (iv) Shared power to dispose or to direct disposition of:

None

AFT MASTER

 

  (a) Amount Beneficially Owned:

80,381

 

  (b) Percent of Class:

.13%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

80,381

 

Page 33 of 44

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

80,381

 

  (iv) Shared power to dispose or to direct disposition of:

None

AFT LP

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 58.41% of the equity interest in AFT MASTER, AFT LP may be deemed to beneficially own the 80,381 Shares of the Company’s Common Stock beneficially owned by AFT MASTER.

 

  (b) Percent of Class:

.13%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

80,381

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

80,381

 

  (iv) Shared power to dispose or to direct disposition of:

None

 

Page 34 of 44

AFT LTD

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 41.59% of the equity interest in AFT MASTER, AFT LTD may be deemed to beneficially own the 80,381 Shares of the Company’s Common Stock beneficially owned by AFT MASTER.

 

  (b) Percent of Class:

.13%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

80,381

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

80,381

 

  (iv) Shared power to dispose or to direct disposition of:

None

BCF

 

  (a) Amount Beneficially Owned:

99,237

 

  (b) Percent of Class:

.16%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

99,237

 

Page 35 of 44

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

99,237

 

  (iv) Shared power to dispose or to direct disposition of:

None

BDI MASTER

 

  (a) Amount Beneficially Owned:

279,800

 

  (b) Percent of Class:

.45%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

279,800

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

279,800

 

  (iv) Shared power to dispose or to direct disposition of:

None

 

Page 36 of 44

BDI LP

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 32.30% of the equity interest in BDI MASTER, BDI LP may be deemed to beneficially own the 279,800 Shares of the Company’s Common Stock beneficially owned by BDI MASTER.

 

  (b) Percent of Class:

.45%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

279,800

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

279,800

 

  (iv) Shared power to dispose or to direct disposition of:

None

BDI LTD

 

  (a) Amount Beneficially Owned:

By virtue of its ownership of 67.70% of the equity interest in BDI MASTER, BDI LTD may be deemed to beneficially own the 279,800 Shares of the Company’s Common Stock beneficially owned by BDI MASTER.

 

  (b) Percent of Class:

.45%

 

Page 37 of 44

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

279,800

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

279,800

 

  (iv) Shared power to dispose or to direct disposition of:

None

LYXOR

 

  (a) Amount Beneficially Owned:

319,912

 

  (b) Percent of Class:

.51%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

319,912

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

319,912

 

Page 38 of 44

  (iv) Shared power to dispose or to direct disposition of:

None

BAM

 

  (a) Amount Beneficially Owned:

By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, ATLAS LEVERAGED MASTER FUND, ALF LP, ALF LTD, AFT MASTER, AFT LP, AFT LTD, BCF, BDI MASTER, BDI LP, BDI LTD and LYXOR., BAM may be deemed to beneficially own the 3,993,028 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, ATLAS LEVERAGED MASTER FUND, ALF LP, ALF LTD, AFT MASTER, AFT LP, AFT LTD, BCF, BDI MASTER, BDI LP, BDI LTD and LYXOR.

3,993,028

 

  (b) Percent of Class:

6.39%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

3,993,028

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

3,993,028

 

  (iv) Shared power to dispose or to direct disposition of:

None

 

Page 39 of 44

Dmitry Balyasny

 

  (a) Amount Beneficially Owned:

By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 3,993,028 Shares of the Company’s Common Stock beneficially owned by BAM.

3,993,028

 

  (b) Percent of Class:

6.39%

 

  (c) Number of Shares as to which person has:

 

  (i) Sole power to vote or to direct vote:

3,993,028

 

  (ii) Shared power to vote or to direct vote:

None

 

  (iii) Sole power to dispose or direct disposition of:

3,993,028

 

  (iv) Shared power to dispose or to direct disposition of:

None

 

Item 5 Ownership of Five Percent or Less of a Class:

Applicable

 

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

 

Page 40 of 44

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 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.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2013.

 

ATLAS MASTER FUND, LTD.     ATLAS GLOBAL, LLC

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

ATLAS GLOBAL INVESTMENTS, LTD.     ATLAS INSTITUTIONAL FUND, LLC

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

ATLAS INSTITUTIONAL FUND, LTD.     ATLAS INSTITUTIONAL FUND II, LLC

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

ATLAS INSTITUTIONAL FUND II, LTD.     ATLAS GLOBAL JAPAN UNIT TRUST

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Representative

 

Page 42 of 44

 

ATLAS LEVERAGED MASTER FUND, LTD.     ATLAS LEVERAGED FUND, L.P.

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

ATLAS LEVERAGED FUND, LTD.     ATLAS FUNDAMENTAL TRADING MASTER FUND LTD.

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

ATLAS FUNDAMENTAL TRADING FUND, L.P.     ATLAS FUNDAMENTAL TRADING FUND, LTD.

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

BALYASNY ASSET MANAGEMENT L.P.     LYXOR/BALYASNY ATLAS ENHANCED FUND LIMITED

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Representative

BALAMAT CAYMAN FUND LIMITED     BALYASNY DEDICATED INVESTOR MASTER FUND, LTD.

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Representative

      

Scott Schroeder

Authorized Signatory

 

Page 43 of 44

 

BALYASNY DEDICATED INVESTOR ONSHORE FUND, L.P.     BALYASNY DEDICATED INVESTOR OFFSHORE FUND, LTD.

By:

  

/s/ Scott Schroeder

     By:  

/s/ Scott Schroeder

 

Scott Schroeder

Authorized Signatory

      

Scott Schroeder

Authorized Signatory

DMITRY BALYASNY    

By:

  

/s/ Scott Schroeder

      
 

Scott Schroeder

Authorized Representative

      

 

Page 44 of 44