Amended Statement of Ownership (sc 13g/a)
February 12 2014 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
Huntsman Corporation
(Name
of Issuer)
Common Stock
(Title of Class of Securities)
447011107
(CUSIP Number)
December 31, 2013
(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 persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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
).
2
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Special Opportunities Master Fund, L.P.
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
PN
|
3
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Global Long Short Fund, L.P.
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
PN
|
4
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
CO
|
5
SCHEDULE 13G
1
|
Names of Reporting Persons
Gold Coast Capital Subsidiary VIII Limited
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0 (See Item 2)
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
CO
|
6
SCHEDULE 13G
1
|
Names of Reporting Persons
Norges Bank (Central Bank of Norway)
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
Norway
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0 (See Item 2)
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
EP
|
7
SCHEDULE 13G
1
|
Names of Reporting Persons
Blackwell Partners, LLC
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
Georgia
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
OO
|
8
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Holdings, LLC
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(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
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
OO
|
9
SCHEDULE 13G
1
|
Names of Reporting Persons
Passport Capital, LLC
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(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
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
IA
|
10
SCHEDULE 13G
1
|
Names of Reporting Persons
John H. Burbank III
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
United States of America
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
0 (See Item 2)
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
0 (See Item 2)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[
]
|
11
|
Percent of class represented by
amount in row (9)
0.0%
|
12
|
Type of Reporting Person (See
Instructions)
IN
|
11
Item 1.
(a)
|
Name of Issuer:
Huntsman Corporation
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
|
500 Huntsman Way
Salt Lake City, Utah
84108
|
Item 2.
Name of Person Filing:
Passport Special Opportunities Master
Fund, L.P. (Fund I);
Passport Global Long Short Fund, L.P. (“Fund II”);
Passport Global Master Fund SPC Ltd
for and on behalf of Portfolio A - Global Strategy (Fund III, together with
Fund I and Fund II, the Funds);
Gold Coast Capital Subsidiary VIII Limited
(Account I);
Norges Bank (Central Bank of Norway) (Account II);
Blackwell
Partners, LLC (Account III, together with Account I and Account II, the
Accounts);
Passport Holdings, LLC (Passport Holdings);
Passport Capital, LLC
(Passport Capital); and
John H. Burbank III (Burbank, together with Fund I,
Fund II, Fund III, Account I, Account II, Account III, Passport Holdings, and
Passport Capital, the Reporting Persons).
Burbank is the sole managing member of
Passport Capital and Passport Holdings. Passport Holdings is the General Partner
of Fund I and Fund II. Passport Capital is the investment manager of the Funds
and the Accounts. Under the terms of the relevant investment management
agreements, Passport Capital has the right to dispose of and vote the shares
owned of record by the Funds and the Accounts, except in the case of Account I
and Account II which maintain sole power to vote or direct the vote of their
beneficially owned shares. As a result, each of Passport Holdings, Passport
Capital and Burbank may be considered to share (i) the power to vote or direct
the vote of and (ii) the power to dispose or direct the disposition of, the
shares owned of record by the Funds, Account III and/or Account I and Account
II. This statement on Schedule 13G shall not be construed as an admission that
any of the Reporting Persons (other than the Funds and the Accounts) is the
beneficial owner of the securities covered by this statement.
(a)
|
Address of Principal Business Office or, if
None, Residence:
|
For each Reporting Person:
c/o Passport Capital, LLC
One Market Street, Steuart Tower, Suite 2200
San Francisco, CA 94105
(b)
|
Citizenship:
|
|
|
|
See row 4 of each Reporting Persons respective
cover page.
|
|
|
(c)
|
Title and Class of Securities:
|
|
|
|
Common Stock
|
|
|
(d)
|
CUSIP No.:
447011107
|
12
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person
filing is a:
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of
the Act;
|
|
|
|
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
[_]
|
Insurance company as defined in Section
3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
[_]
|
Investment company registered under Section 8
of the Investment Company Act of 1940;
|
|
|
|
|
|
(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 associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
[_]
|
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
|
|
|
|
(j)
|
[_]
|
A non-U.S. institution in accordance with Rule
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 Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_____
|
(a)
|
Amount Beneficially Owned:
|
|
|
|
See Item 9 of each Reporting Persons respective cover
page.
|
|
|
(b)
|
Percent of Class:
|
|
|
|
See Item 11 of each Reporting Persons respective cover
page.
|
|
|
(c)
|
Number of shares as to which such person
has:
|
|
|
|
See Items 5-8 of each Reporting Persons respective cover
page.
|
|
(i)
|
Sole power to vote or to direct the
vote:
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote:
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of:
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the
disposition of:
|
Item 5.
|
Ownership of Five Percent or Less of a
Class.
|
13
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 five percent of the class of securities, check the following [ x ].
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 or control person.
|
|
|
|
Not Applicable.
|
|
|
Item
8.
|
Identification and classification of members
of the group.
|
|
|
|
Not Applicable.
|
|
|
Item
9.
|
Notice of Dissolution of Group.
|
|
|
|
Not Applicable.
|
|
|
Item
10.
|
Certifications.
|
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.
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.
Dated: February 11, 2014
|
PASSPORT SPECIAL OPPORTUNITIES MASTER
|
|
FUND, L.P.
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its Investment
Manager
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
|
John
H. Burbank III,
|
|
Managing
Member
|
14
|
PASSPORT GLOBAL LONG SHORT FUND, L.P.
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
PASSPORT GLOBAL MASTER FUND SPC LTD
|
|
FOR AND ON
BEHALF OF PORTFOLIO A
|
|
GLOBAL
STRATEGY
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
GOLD COAST CAPITAL SUBSIDIARY VIII LTD.
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
NORGES BANK (CENTRAL BANK OF NORWAY)
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
|
John H.
Burbank III,
|
|
Managing
Member
|
15
|
BLACKWELL PARTNERS, LLC
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
PASSPORT HOLDINGS, LLC
|
|
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
|
John H.
Burbank III,
|
|
Managing
Member
|
|
|
|
PASSPORT CAPITAL, LLC
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
|
John H.
Burbank III,
|
|
Managing
Member
|
|
|
|
|
|
JOHN H. BURBANK III
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to
the joint filing on behalf of each of them the statement on Schedule 13G to
which this agreement is attached as an exhibit.
The undersigned further agree
that each party hereto is responsible for the timely filing of such Schedule 13G
and any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; provided, however, that no
party is responsible for the completeness or accuracy of the information
concerning any other party making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties
have executed this Joint Filing Agreement on
February 11, 2014
.
|
PASSPORT SPECIAL OPPORTUNITIES MASTER FUND,
|
|
L.P.
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
PASSPORT GLOBAL LONG SHORT FUND, L.P.
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
PASSPORT GLOBAL MASTER FUND SPC LTD FOR AND
|
|
ON BEHALF
OF PORTFOLIO A GLOBAL
|
|
STRATEGY
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
17
|
GOLD COAST CAPITAL SUBSIDIARY VIII LTD.
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
NORGES BANK (CENTRAL BANK OF NORWAY)
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
BLACKWELL PARTNERS, LLC
|
|
|
|
|
|
By: PASSPORT CAPITAL, LLC,
|
|
its
Investment Manager
|
|
|
|
|
|
By:
/s/
JOHN H. BURBANK III
|
|
John H. Burbank III,
|
|
Managing Member
|
|
|
|
|
|
PASSPORT HOLDINGS, LLC
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
|
John H.
Burbank III,
|
|
Managing
Member
|
|
|
|
|
|
PASSPORT CAPITAL, LLC
|
|
|
|
|
|
By:
/s/ JOHN H. BURBANK III
|
|
John H.
Burbank III,
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Managing
Member
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Page 17 of 18
18
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JOHN H. BURBANK III
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By:
/s/ JOHN H. BURBANK III
|
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 18 of 18
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