(Amendment No. 3)
1
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Specialty Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
16,826
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
16,826
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,826*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05%
|
12.
|
TYPE OF REPORTING PERSON
PN
|
* Represents 10,740 shares of Class A Common Stock and 6,086
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Drawdown Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
51,168
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
51,168
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,168*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.15%
|
12.
|
TYPE OF REPORTING PERSON
PN
|
* Represents 35,800 shares of Class A Common Stock and 15,368
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Fund Global, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
174,040
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
174,040
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,040*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.51%
|
12.
|
TYPE OF REPORTING PERSON
PN
|
*Represents 113,515 shares of Class A Common Stock and 60,525
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
190,866
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
190,866
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,866*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.55%
|
12.
|
TYPE OF REPORTING PERSON
OO
|
* Represents 124,255 shares of Class A Common Stock and 66,611
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Drawdown Fund GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
51,168
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
51,168
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,168*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.15%
|
12.
|
TYPE OF REPORTING PERSON
OO
|
* Represents 35,800 shares of Class A Common Stock and 15,368
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick Capital Management, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
376,744
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
376,744
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,744*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.10%
|
12.
|
TYPE OF REPORTING PERSON
IA
|
* Represents 250,606 shares of Class A Common Stock and 126,138
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Mudrick Capital Management, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
376,744
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
376,744
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,744*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.10%
|
12.
|
TYPE OF REPORTING PERSON
OO
|
* Represents 250,606 shares of Class A Common Stock and 126,138
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
1.
|
NAME OF REPORTING PERSON
Jason Mudrick
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
-0-
|
6.
|
SHARED VOTING POWER
376,744
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
8.
|
SHARED DISPOSITIVE POWER
376,744
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,744*
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.10%
|
12.
|
TYPE OF REPORTING PERSON
IN
|
* Represents 250,606 shares of Class A Common Stock and 126,138
shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person
at any time prior to expiration on July 15, 2023.
CUSIP NO. 92531L207
|
Item 1(a).
|
Name of Issuer:
|
Verso Corporation, a Delaware corporation (the “Issuer”).
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
8450 Grander Creek Drive
Miamisburg, Ohio 45342
|
Item 2(a).
|
Name of Person Filing
|
This statement is filed by Mudrick
Distressed Opportunity Specialty Fund, L.P. (“Specialty LP”), Mudrick Distressed Opportunity Drawdown Fund, L.P. (“Drawdown
LP”), Mudrick Distressed Opportunity Fund Global, L.P. (“Global LP”), Mudrick GP, LLC (“Mudrick GP”),
Mudrick Distressed Opportunity Drawdown Fund GP, LLC (“Drawdown GP”), Mudrick Capital Management, L.P. (“MCM”),
Mudrick Capital Management, LLC (“MCM GP”), and Jason Mudrick. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Mudrick GP is the general partner
of Specialty LP and Global LP and may be deemed to beneficially own the Shares (as defined below) owned directly by Specialty LP
and Global LP. Drawdown GP is the general partner of Drawdown LP and may be deemed to beneficially own the Shares owned directly
by Drawdown GP. MCM is the investment manager to Specialty LP, Drawdown LP and Global LP and certain managed accounts. MCM GP is
the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown GP and MCM GP. By virtue of these relationships,
each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the Shares (as defined below) owned directly by Specialty
LP, Drawdown LP and Global LP.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
The address of the principal office of each of the Reporting
Persons is 527 Madison Avenue, 6
th
Floor, New York, NY 10022.
Each of Specialty LP, Drawdown LP, Mudrick GP, Drawdown
GP, MCM, MCM GP is organized under the laws of the State of Delaware. Global LP is organized under the laws of the Cayman Islands.
Mr. Mudrick is a citizen of the United States of America.
CUSIP NO. 92531L207
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Common Stock, $0.01 par value per share (the
“Shares”)
92531L207
|
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:
|
|
/x /
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Not applicable.
|
|
|
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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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(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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|
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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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|
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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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|
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(j)
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/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
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(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount beneficially owned:
|
See Cover Page Item 9 for each Reporting Person, which
reflects each such Reporting Person’s aggregate beneficial ownership as of March 23, 2018.
CUSIP NO. 92531L207
See Cover Page Item 11 for each
Reporting Person’s percentage ownership as of March 23, 2018. Such percentages are based on a denominator that is the sum
of: (a) 34,234,921 Shares outstanding, which is the total number of Shares outstanding as of February 23, 2018 as reported in the
Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2018 and (b) 126,138 Shares
that are issuable upon exercise of warrants.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
See Cover Page Items 5-9 for each
Reporting Person.
|
(ii)
|
Shared power to vote or to direct the vote
|
See Cover Page Items 5-9 for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See Cover Page Items 5-9 for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Cover Page Items 5-9 for each
Reporting Person.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
☒
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below each
of the undersigned certifies that, to the best of its 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.
CUSIP NO. 92531L207
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 26, 2018
|
MUDRICK DISTRESSED OPPORTUNITY SPECIALTY FUND, L.P.
By: Mudrick GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
|
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND, L.P.
By: Mudrick Distressed Opportunity Drawdown Fund GP,
LLC, its general partner
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
|
MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.
By: Mudrick GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
|
MUDRICK GP, LLC
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
|
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND GP, LLC
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
CUSIP NO. 92531L207
|
MUDRICK CAPITAL MANAGEMENT, L.P.
By: Mudrick Capital Management, LLC, its general partner
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
|
MUDRICK CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Jason Mudrick
|
|
|
Name:
|
Jason Mudrick
|
|
|
Title:
|
Sole Member
|
|
|
|
|
|
|
|
|
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/s/ Jason Mudrick
|
|
JASON MUDRICK
|