Amended Statement of Ownership (sc 13g/a)
October 10 2014 - 12:00PM
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)*
Solazyme, Inc.
(Name of
Issuer)
Common Stock
(Title of Class of Securities)
83415T101
(CUSIP Number)
September 30, 2014
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[_] 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).
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
8,088,672 (See Item 2) |
7
|
Sole Dispositive Power 0
|
8
|
Shared Dispositive Power
8,088,672 (See Item 2) |
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 8,088,672 (See Item 4)
|
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) 10.2% |
12
|
Type of Reporting Person (See
Instructions) IA |
Page 2 of 7
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
8,088,672 (See Item 2) |
7
|
Sole Dispositive Power
0 |
8
|
Shared Dispositive Power
8,088,672 (See Item 2) |
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 8,088,672 (See
Item 4) |
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) 10.2% |
12
|
Type of Reporting Person (See
Instructions) IN |
Page 3 of 7
Item 1.
(a) |
Name of Issuer: Solazyme, Inc. |
|
|
(b) |
Address of Issuers Principal Executive
Offices: |
|
225 Gateway Boulevard |
|
South San Francisco, CA 94080 |
Item 2.
Name of Person Filing:
Passport Capital, LLC (Passport
Capital); and
John H. Burbank III (Burbank,
together with Passport Capital, the Reporting Persons).
Passport Capital is
the investment manager to certain funds (the Funds). 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. Burbank is the sole
managing member of Passport Capital. As a result, each of 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. This statement on Schedule 13G shall not be construed as an
admission that any of the Funds are the beneficial owner of the Shares 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.: 83415T101 |
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; |
Page 4 of 7
|
(e) |
[X] |
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) |
[X] |
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: |
|
|
|
|
Passport Capital is the investment manager to Passport
Global Master Fund SPC Ltd for and on behalf of Portfolio A Global
Strategy (the Global Fund) and Passport Special Opportunities Master
Fund, LP (the Special Opportunities Fund, together with the Global Fund,
the Funds). The Global Fund is the owner of record of 6,457,422 Shares.
The Special Opportunities Fund is the owner of record of 1,631,250 Shares.
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. Burbank is the sole managing member of Passport Capital. As a
result, each of 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.
This statement on Schedule 13G shall not be construed as an admission that
any of the Funds are the beneficial owner of the Shares covered by this
statement. |
|
|
|
(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. |
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 [ ].
Page 5 of 7
Item 6. |
Ownership of more than Five Percent on
Behalf of Another Person. |
|
|
|
|
See disclosure in Item 2 hereof. The Funds are known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, certain of the Shares covered by
this Statement that may be deemed to be beneficially owned by the
Reporting Persons. Such interest of one Fund, Passport Global Master Fund
SPC Ltd for and on behalf of Portfolio A Global Strategy, relates to
more than 5% of the Shares. |
|
|
Item 7. |
Identification and classification of the subsidiary
which acquired the security being reported on by the parent holding
company or control person. |
|
|
|
|
See disclosure in Item 2 hereof. |
|
|
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 acquired and
are held in the ordinary course of business and 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, other than activities solely in connection with a
nomination under §240.14a-11. |
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: October 10, 2014 |
|
|
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 |
Page 6 of 7
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 October 10 2014.
|
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 |
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 7 of 7