Owens Corning - Statement of Changes in Beneficial Ownership (4)
November 08 2007 - 5:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HARBERT MANAGEMENT CORP
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2. Issuer Name
and
Ticker or Trading Symbol
Owens Corning
[
OC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE RIVERCHASE PARKWAY SOUTH,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2007
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(Street)
BIRMINGHAM, AL 35244
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8681152
(1)
(2)
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I
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By Harbinger Capital Partners Master Fund I, Ltd.
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Common Stock
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11/6/2007
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P
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191600
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A
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$23.18
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406700
(3)
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I
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By Harbinger Capital Partners Special Situations Fund, L.P.
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Common Stock
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11/7/2007
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P
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123853
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A
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$22.62
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530553
(3)
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I
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By Harbinger Capital Partners Special Situations Fund, L.P.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund").
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(
2)
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These securities may be deemed to be beneficially owned by Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger
Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"),
Harbert Management Corporation ("HMC"), the managing member of HMC Investors, Philip Falcone, a shareholder of HMC and the
portfolio manager of the Master Fund, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a shareholder of HMC.
Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its
pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial
owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other
purpose.
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(
3)
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These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund").
These securities may be deemed to be beneficially owned by HMC, Philip Falcone, Raymond J. Harbert and Michael Luce. HMC
wholly owns the managing member of the Special Situations Fund's general partner. Philip Falcone is the portfolio manager
of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC.
Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its
pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial
owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other
purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HARBERT MANAGEMENT CORP
ONE RIVERCHASE PARKWAY SOUTH
BIRMINGHAM, AL 35244
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X
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FALCONE PHILIP
555 MADISON AVE
16TH FLOOR
NEW YORK, NY 10022
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X
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HARBERT RAYMOND J
ONE RIVERCHASE PARKWAY SOUTH
BIRMINGHAM, AL 35244
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X
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LUCE MICHAEL D
ONE RIVERCHASE PARKWAY SOUTH
BIRMINGHAM, AL 35244
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X
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Signatures
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Harbert Management Corporation, By: /s/ William R. Lucas, Jr.
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11/8/2007
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**
Signature of Reporting Person
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Date
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/s/ Philip Falcone
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11/8/2007
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**
Signature of Reporting Person
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Date
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/s/ Raymond J. Harbert
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11/8/2007
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**
Signature of Reporting Person
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Date
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/s/ Michael D. Luce
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11/8/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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