Amended Statement of Beneficial Ownership (sc 13d/a)
September 18 2017 - 7:06AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 3)*
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Ultra Petroleum
Corp.
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(Name of Issuer)
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Common Shares,
no par value per share
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(Title of Class of Securities)
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903914208
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(CUSIP Number)
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Brian Meyer
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Fir Tree Inc.
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55 West 46th Street, 29th Floor
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New York, NY 10036
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(212) 599-0090
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Eleazer Klein, Esq.
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, NY 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September
18, 2017
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box.
x
(Page 1 of 4 Pages)
______________________________
* 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. 903914208
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SCHEDULE 13D/A
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Page
2
of 4
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1
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NAME OF REPORTING PERSON
Fir Tree Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
36,379,590 Common Shares
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
36,379,590 Common Shares
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,379,590 Common Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.53%
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14
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TYPE OF REPORTING PERSON
IA, CO
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CUSIP No. 903914208
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SCHEDULE 13D/A
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Page
3
of 4
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This Amendment No. 3 ("
Amendment No. 3
") amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the "
SEC
") on August 10, 2017 (the "
Original Schedule 13D
") as amended by Amendment No. 1 filed with the SEC on August 24, 2017 ("
Amendment No. 1
) and Amendment No. 2 filed with the SEC on September 5, 2017 ("
Amendment No. 2
, and the Original Schedule 13D as amended by Amendment No. 1 , Amendment No. 2 and this Amendment No. 3, the "
Schedule 13D
") with respect to the common shares, no par value per share (the "
Common Shares
"), of Ultra Petroleum Corp., a Canadian corporation (the "
Issuer
"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 4 and 7 as set forth below.
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Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
On September 18, 2017, the Reporting Person issued a press release
announcing its intention to immediately engage with Company management to pursue value-maximizing strategic alternatives for the
Company (the "
Fir Tree Press Release
"). The foregoing summary of the Fir Tree Press Release is qualified in its
entirety by the full text of the Fir Tree Press Release, which is filed as
Exhibit A
to this Schedule 13D, and is incorporated
herein by reference.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Exhibit A
:
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Fir Tree Press Release
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CUSIP No. 903914208
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SCHEDULE 13D/A
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Page
4
of 4
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: September 18, 2017
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FIR TREE INC.
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/s/ Brian Meyer
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Name: Brian Meyer
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Title: General Counsel
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