Statement of Ownership (sc 13g)
February 11 2014 - 9:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules
13d-1 and 13d-2
Under the Securities Exchange Act of
1934
(Amendment No.
)*
Beazer Homes USA, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
February 7, 2014
|
Date of Event Which Requires Filing of the Statement
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 (“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.
07556Q881
|
13G
|
Page 2 of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors 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
0
|
6.
|
SHARED VOTING POWER
1,215,718 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
1
|
12.
|
TYPE OF REPORTING PERSON
IA; OO; HC
|
|
1
|
The
percentages reported in this Schedule 13G are based upon 25,359,450 shares of common stock outstanding as of January 29, 2014
(according to the proxy filed by the issuer with the Securities and Exchange Commission on January 31, 2014).
|
Cusip No.
07556Q881
|
13G
|
Page 3 of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors Holdings LP
|
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
0
|
6.
|
SHARED VOTING POWER
1,228,005 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
|
12.
|
TYPE OF REPORTING PERSON
PN; HC
|
Cusip No.
07556Q881
|
13G
|
Page 4 of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel GP 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
0
|
6.
|
SHARED VOTING POWER
1,336,886 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
12.
|
TYPE OF REPORTING PERSON
OO; HC
|
Cusip No.
07556Q881
|
13G
|
Page 5 of
10 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
£
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,336,886 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
12.
|
TYPE OF REPORTING PERSON
IN; HC
|
Cusip No.
07556Q881
|
13G
|
Page 6 of
10 Pages
|
Beazer Homes USA, Inc.
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
1000 Abernathy Road, Suite 260, Atlanta, Georgia 30328
|
Item 2(a)
|
Name
of Person Filing
This
Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”),
Citadel Advisors Holdings II LP (“CAH2”), Citadel GP LLC (“CGP”)
and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH and CGP, the “Reporting
Persons”) with respect to shares of common stock (and options to purchase common
stock) of the above-named issuer owned by Citadel Global Equities Master Fund Ltd., a
Cayman Islands limited company (“CG”), Citadel Equity Fund Ltd., a Cayman
Islands limited company (“CEF”),
Citadel Quantitative Strategies
Master Fund Ltd., a Cayman Islands limited company (“CQ”), and Citadel Securities
LLC, a Delaware limited liability company (“Citadel Securities”).
|
|
|
Citadel
Advisors is the portfolio manager for CG and CEF. Citadel Advisors II LLC, a Delaware
limited liability company (“CA2”), is the portfolio manager of CQ. CAH2 is
the managing member of Citadel Advisors and CA2. CALC III LP, a Delaware limited partnership
(“CALC3”), is the non-member manager of Citadel Securities. CGP is the general
partner of CALC3 and CAH2. Mr. Griffin is the President and Chief Executive Officer of,
and owns a controlling interest in, CGP.
|
|
|
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner
of any securities covered by the statement other than the securities actually owned by such person (if any).
|
|
Item 2(b)
|
Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd
Floor, Chicago, Illinois 60603.
|
|
Item 2(c)
|
Citizenship
Each of Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware. CAH2 is
organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
|
|
Item 2(d)
|
Title of Class of Securities
|
Common stock,
$0.001 par value
07556Q881
Cusip No.
07556Q881
|
13G
|
Page 7 of
10 Pages
|
|
Item 3
|
If this statement is filed pursuant to Rules 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 as defined in Section 3(a)(19) of the Exchange Act;
|
|
|
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act;
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
|
(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
|
(a)
|
Citadel Advisors may be deemed to beneficially own 1,215,718 shares of Common Stock.
|
|
(b)
|
The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately
4.8% of the Common Stock outstanding.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 1,215,718
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 1,215,718
|
Cusip No.
07556Q881
|
13G
|
Page 8 of
10 Pages
|
|
B.
|
Citadel Advisors Holdings II
LP
|
|
(a)
|
CAH2 may be deemed to beneficially own 1,228,005 shares of Common Stock.
|
|
(b)
|
The number of shares CAH2 may be deemed to beneficially own constitutes approximately 4.8% of the Common
Stock outstanding.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 1,228,005
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 1,228,005
|
|
C.
|
Citadel GP LLC and Kenneth Griffin
|
|
(a)
|
CGP and Griffin may be deemed to beneficially own 1,336,886 shares of Common Stock.
|
|
(b)
|
The number of shares CGP and Griffin may be deemed to beneficially own constitutes approximately 5.3%
of the Common Stock outstanding.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 1,336,886
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 1,336,886
|
Cusip No.
07556Q881
|
13G
|
Page 9 of
10 Pages
|
|
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 5 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
|
See Item 2 above
|
Item 8
|
Identification and Classification of Members of the
Group
|
Not Applicable
|
Item 9
|
Notice of Dissolution of Group
|
Not Applicable
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.
Cusip No.
07556Q881
|
13G
|
Page 10 of
10 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 11
th
day of February, 2014.
CITADEL ADVISORS LLC
|
|
CITADEL ADVISORS HOLDINGS
II
LP
|
|
|
|
By:
|
/s/ Mark Polemeni
|
|
By:
|
/s/ Mark Polemeni
|
|
Mark Polemeni, Authorized Signatory
|
|
|
Mark Polemeni, Authorized Signatory
|
|
|
|
CITADEL GP LLC
|
|
KENNETH GRIFFIN
|
|
|
|
By:
|
/s/ Mark Polemeni
|
|
By:
|
/s/ Mark Polemeni
|
|
Mark Polemeni, Authorized Signatory
|
|
|
Mark Polemeni, attorney-in-fact
*
|
|
*
|
Mark Polemeni is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission on January 18, 2013, and hereby incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for TiVo Inc.
|
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