- Amended Statement of Ownership (SC 13G/A)
February 14 2012 - 1:51PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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Information Statement Pursuant to Rules 13d-1 and 13d-2
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Under the Securities Exchange Act of 1934
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(Amendment No.
1
)*
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Applied Micro Circuits Corporation
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(Name of Issuer)
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Common
Stock, $1.00 par value per share
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(Title of Class of Securities)
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03822W406
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(CUSIP Number)
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December 31,
2011
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
£
Rule
13d-1(b)
S
Rule 13d-1(c)
£
Rule 13d-1(d)
*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. 03822W406
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13G
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Page 2 of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
£
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,554,627 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The percentages reported in this Schedule 13G/A are based upon 60,858,734 shares of Common Stock outstanding as of
September 30, 2011 (according to the Form 10-Q filed by the issuer on November 7, 2011).
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Cusip No. 03822W406
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13G
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Page 3 of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Holdings II LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
£
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,554,627 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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Cusip No. 03822W406
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13G
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Page 4 of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Investment Group II, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
£
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,571,625 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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Cusip No. 03822W406
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13G
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Page 5 of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
£
(b)
£
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,571,625 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See
Row
6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row
6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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Cusip No. 03822W406
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13G
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Page 6 of
10 Pages
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Item 1(a)
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Name of Issuer
Applied Micro Circuits Corporation
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
215 Moffett Park Drive, Sunnyvale, CA 94089
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Item 2(a)
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Name of Person Filing
This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel
Holdings II LP (“CH-II”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively
with Citadel Advisors, CH-II and CIG-II, the “Reporting Persons”) with respect to shares of Common Stock of the above-named
issuer (and/or options to purchase such shares) owned by Citadel Derivatives Trading Ltd., a Cayman Islands limited company (“CDT”),
Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”), certain segregated accounts and
Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
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Citadel Advisors is the portfolio manager for CDT and CG, and the investment manager for certain segregated
accounts. CH-II is the managing member of Citadel Advisors. Citadel Holdings I LP, a Delaware limited partnership (“CH-I”),
is the non-member manager of Citadel Securities. CIG-II is the general partner of CH-I and CH-II. Mr. Griffin is the
President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.
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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).
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Item 2(b)
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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.
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Item 2(c)
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Citizenship
Each of Citadel Advisors and CIG-II is organized as a limited liability company under the laws of the State of Delaware. CH-II
is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
Common Stock, $1.00 par value per share
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Item 2(e)
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CUSIP Number
03822W406
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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(a)
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£
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Broker or dealer registered under Section 15 of the Exchange Act;
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Cusip No. 03822W406
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13G
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Page 7 of
10 Pages
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(b)
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£
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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£
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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£
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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£
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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£
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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£
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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£
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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£
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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£
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
Item 4
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Ownership
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A.
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Citadel Advisors LLC
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(a)
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Citadel Advisors may be deemed to beneficially own 4,554,627 shares of Common Stock.
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(b)
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The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately
7.5% of the Common Stock outstanding.
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 4,554,627
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 4,554,627
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Cusip No. 03822W406
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13G
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Page 8 of
10 Pages
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B.
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Citadel Holdings II LP
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(a)
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CH-II may be deemed to beneficially own 4,554,627 shares of Common Stock.
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(b)
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The number of shares CH-II may be deemed to beneficially own constitutes approximately 7.5% of the
Common Stock outstanding.
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 4,554,627
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 4,554,627
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C.
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Citadel Investment Group II, L.L.C.
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(a)
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CIG-II may be deemed to beneficially own 4,571,625 shares of Common Stock.
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(b)
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The number of shares CIG-II may be deemed to beneficially own constitutes approximately 7.5% of the
Common Stock outstanding.
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 4,571,625
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 4,571,625
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(a)
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Mr. Griffin may be deemed to beneficially own 4,571,625 shares of Common Stock.
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(b)
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The number of shares Mr. Griffin may be deemed to beneficially own constitutes approximately 7.5%
of the Common Stock outstanding.
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(c)
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Number
of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 4,571,625
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 4,571,625
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Cusip No. 03822W406
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13G
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Page 9 of
10 Pages
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Item 5
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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
£
.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company
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Item 8
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Identification and Classification of Members of the Group
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Item 9
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Notice of Dissolution of Group
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Item 10
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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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Cusip No. 03822W406
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13G
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Page 10 of
10 Pages
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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
14
th
day of February
,
2012.
CITADEL ADVISORS LLC
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CITADEL HOLDINGS II LP
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By:
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Citadel Holdings II LP,
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By:
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Citadel Investment Group II, L.L.C.,
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its Managing Member
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its General Partner
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By:
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Citadel Investment Group II, L.L.C.,
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By:
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/s/ John C. Nagel
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its General Partner
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John C. Nagel, Authorized Signatory
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By:
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/s/ John C. Nagel
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John C. Nagel, Authorized Signatory
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CITADEL INVESTMENT GROUP II, L.L.C.
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KENNETH GRIFFIN
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By:
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/s/ John C. Nagel
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By:
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/s/ John C. Nagel
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John C. Nagel, Authorized Signatory
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John C. Nagel, attorney-in-fact*
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*
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John C. Nagel 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 February 24, 2006, and hereby incorporated by reference herein. The power of attorney
was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.
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