CUSIP No. 48562P103
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Item 1(a). Name of Issuer:
KapStone Paper and Packaging Corporation
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Item 1(b). Address of Issuer's Principal Executive Offices:
1101 Skokie Blvd., Suite 300
Northbrook, IL 60062
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Item 2(a). Name of Persons Filing:
Ronald E. Gutfleish
Elm Ridge Capital Management, LLC
Elm Ridge Offshore Master Fund, Ltd.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Ronald E. Gutfleish
c/o Elm Ridge Capital Management, LLC
3 West Main Street, 3rd Floor
Irvington, NY 10533
Elm Ridge Capital Management, LLC
3 West Main Street, 3rd Floor
Irvington, NY 10533
Elm Ridge Offshore Master Fund, Ltd.
c/o Goldman Sachs (Cayman) Trust, Limited
P.O. Box 896
Harbour Centre, 2nd Floor
George Town, Grand Cayman
Cayman Islands
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Item 2(c). Citizenship
Ronald E. Gutfleish - United States
Elm Ridge Capital Management, LLC - Delaware limited
liability company
Elm Ridge Offshore Master Fund, Ltd. - Cayman Islands
exempted company
Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 par value
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Item 2(e). CUSIP Number:
48562P103
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Item 3. If This Statement is Filed Pursuant to Rule 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).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Ronald E. Gutfleish 4,540,259 shares
Elm Ridge Capital Management, LLC 4,540,259 shares
Elm Ridge Offshore Master Fund, Ltd. 4,371,743 shares
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(b) Percent of class:
Ronald E. Gutfleish 9.99757%
Elm Ridge Capital Management, LLC 9.99757%
Elm Ridge Offshore Master Fund, Ltd. 9.6%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Ronald E. Gutfleish 0 shares
Elm Ridge Capital Management, LLC 0 shares
Elm Ridge Offshore Master Fund, Ltd. 0 shares
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(ii) Shared power to vote or to direct the vote
Ronald E. Gutfleish 4,540,259 shares
Elm Ridge Capital Management, LLC 4,540,259 shares
Elm Ridge Offshore Master Fund, Ltd. 4,371,743 shares
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(iii) Sole power to dispose or to direct the disposition of
Ronald E. Gutfleish 0 shares
Elm Ridge Capital Management, LLC 0 shares
Elm Ridge Offshore Master Fund, Ltd. 0 shares
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(iv) Shared power to dispose or to direct the disposition of
Ronald E. Gutfleish 4,540,259 shares
Elm Ridge Capital Management, LLC 4,540,259 shares
Elm Ridge Offshore Master Fund, Ltd. 4,371,743 shares
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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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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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 such purpose or effect.
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