Statement of Ownership (sc 13g)
February 14 2020 - 06:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO § 240.13d-2
(Amendment No. )*
TRONOX HOLDINGS PLC
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(Name of Issuer) |
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Common Stock |
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(Title of Class of
Securities) |
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G9087Q102 |
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(CUSIP Number) |
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December 31, 2019 |
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(Date of Event Which Requires Filing
of the Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
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 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).
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1.
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NAME OF REPORTING PERSONS
Luminus Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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 |
5.
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SOLE VOTING POWER
0 Shares
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6.
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SHARED VOTING POWER
3,302,849 Shares
Refer to Item 4 below
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7.
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SOLE DISPOSITIVE POWER
0 Shares
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8.
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SHARED DISPOSITIVE POWER
3,302,849 Shares
Refer to Item 4 below
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,302,849 Shares
Refer to Item 4 below
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.30%
Refer to Item 4 below
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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1.
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NAME OF REPORTING PERSONS
Luminus Energy Partners Master Fund, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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
Bermuda
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5.
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SOLE VOTING POWER
0 Shares
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6.
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SHARED VOTING POWER
3,302,849 Shares
Refer to Item 4 below
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7.
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SOLE DISPOSITIVE POWER
0 Shares
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8.
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SHARED DISPOSITIVE POWER
3,302,849 Shares
Refer to Item 4 below
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,302,849 Shares
Refer to Item 4 below
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.30%
Refer to Item 4 below
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1.
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NAME OF REPORTING PERSONS
Jonathan Barrett
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5.
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SOLE VOTING POWER
0 Shares
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6.
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SHARED VOTING POWER
3,302,849 Shares
Refer to Item 4 below
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7.
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SOLE DISPOSITIVE POWER
0 Shares
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8.
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SHARED DISPOSITIVE POWER
3,302,849 Shares
Refer to Item 4 below
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,302,849 Shares
Refer to Item 4 below
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.30%
Refer to Item 4 below
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1(a). |
Name of Issuer: |
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TRONOX HOLDINGS PLC |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
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Item 2(a). |
Name of Person
Filing: |
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Luminus Management, LLC
Luminus Energy Partners Master Fund, Ltd.
Jonathan Barrett
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Item 2(b). |
Address of Principal Business
Office or, if none, Residence: |
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1700 Broadway, 26th Floor
New York, NY 10019
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Item 2(c). |
Citizenship: |
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Luminus Management, LLC – Delaware
Luminus Energy Partners Master Fund, Ltd. – Bermuda
Jonathan Barrett – United States
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Item 2(d). |
Title of Class of
Securities: |
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Common Stock |
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Item 2(e). |
CUSIP Number:
G9087Q102 |
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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: |
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(a) |
o |
Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
o |
Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c); |
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(c) |
o |
Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
o |
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
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(e) |
x |
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i) |
o |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act (15 U.S.C. 80a-3); |
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(j) |
o |
A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
o |
Group, in accordance with §
240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____________.
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Item 4. |
Ownership: |
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
The above figures reflect the most recent beneficial ownership for
each of the Reporting Persons above as of December 31, 2019.
As of December 31, 2019, Luminus Energy Partners Master Fund, Ltd.
owned 3,302,849 shares of Common Stock, which is 2.30% of the
Issuer’s outstanding Common Stock
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(a) |
Amount beneficially owned*:
Luminus Management, LLC – 3,302,849 Shares
Luminus Energy Partners Master Fund, Ltd. – 3,302,849 Shares
Jonathan Barrett – 3,302,849 Shares
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(b) |
Percent of class:
Luminus Management, LLC – 2.30%
Luminus Energy Partners Master Fund, Ltd. – 2.30%
Jonathan Barrett – 2.30%
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(c) |
Number of shares as to which the
person has: |
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(i) |
Sole power to vote or to direct the vote:
Luminus Management, LLC – 0 Shares
Luminus Energy Partners Master Fund, Ltd. – 0 Shares
Jonathan Barrett – 0 Shares
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(ii) |
Shared power to vote or to direct the vote:
Luminus Management, LLC – 3,302,849 Shares
Luminus Energy Partners Master Fund, Ltd. – 3,302,849 Shares
Jonathan Barrett – 3,302,849 Shares
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(iii) |
Sole power to dispose or to direct the disposition of:
Luminus Management, LLC – 0 Shares
Luminus Energy Partners Master Fund, Ltd. – 0 Shares
Jonathan Barrett – 0 Shares
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(iv) |
Shared power to dispose or to direct the disposition of:
Luminus Management, LLC – 3,302,849 Shares
Luminus Energy Partners Master Fund, Ltd. – 3,302,849 Shares
Jonathan Barrett – 3,302,849 Shares
* Shares reported herein
are held by Luminus Energy Partners Master Fund, Ltd. for which
Luminus Management, LLC serves as the investment manager. Jonathan
Barrett is the ultimate beneficial owner of Luminus Management,
LLC. Each of the Reporting Persons disclaims beneficial ownership
of the shares reported herein except to the extent of its or his
pecuniary interest therein.
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Item 5. |
Ownership of Five Percent or Less
of a Class: |
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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. X |
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Item 6. |
Ownership of More Than Five
Percent on Behalf of Another Person: |
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Not Applicable.
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Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company: |
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Not Applicable.
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Item 8. |
Identification and Classification
of Members of the Group: |
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Not Applicable.
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Item 9. |
Notice of Dissolution of
Group: |
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Not Applicable.
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Item 10. |
Certifications: |
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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. |
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.
February 14, 2020
Luminus Management,
LLC
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: President
Luminus Energy Partners
Master Fund, Ltd.
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: Director
Jonathan
Barrett
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 14, 2020, is by
and among Luminus Management, LLC, Luminus Energy Partners Master
Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).
Each of the Filers may be required to file with the United States
Securities and Exchange Commission a statement on Schedule 13D
and/or 13G with respect to shares of Common Stock of Celadon Group,
Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers
hereby agree to file a single statement on Schedule 13D and/or 13G
(and any amendments thereto) on behalf of each of the Filers, and
hereby further agree to file this Joint Filing Agreement as an
exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers
upon written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered as of the date first above written.
LUMINUS MANAGEMENT, LLC
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: President
LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
Title: Director
JONATHAN BARRETT
By: /s/ Jonathan Barrett
Name: Jonathan Barrett
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