Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 9:54AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Pyxus International,
Inc.
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(Name of Issuer)
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Common Stock,
no par value
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(Title of Class of Securities)
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74737V205
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(CUSIP Number)
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December
31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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______________________________
* 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 (the "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. 74737V205
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13G/A
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Owl Creek I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
3,657
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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
3,657
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 74737V205
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13G/A
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Owl Creek II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
29,491
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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
29,491
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,491
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 74737V205
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13G/A
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Owl Creek Overseas Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Cayman Islands
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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
53,929
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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
53,929
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,929
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.22%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 74737V205
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13G/A
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Owl Creek Credit Opportunities Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Cayman Islands
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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
2,218,210
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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
2,218,210
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,218,210
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.87%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 74737V205
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13G/A
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Owl Creek Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
2,251,358
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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
2,251,358
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,251,358
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.01%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 74737V205
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13G/A
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Page 7 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Owl Creek Asset Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
2,305,287
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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
2,305,287
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,287
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.22%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 74737V205
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13G/A
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Page 8 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Jeffrey A. Altman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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:
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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
2,305,287
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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
2,305,287
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,305,287
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.22%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 74737V205
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13G/A
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Page 9 of 12 Pages
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Item 1(a).
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NAME OF ISSUER.
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The name of the issuer is Pyxus International, Inc. (the "Issuer").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Issuer's principal executive offices are located at 8001 Aerial Center Parkway, Morrisville, North Carolina 27560.
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), with respect to the shares of Common Stock (as defined in Item 2(d)) directly held by it;
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(ii)
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Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), with respect to the shares of Common Stock directly held by it;
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(iii)
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Owl Creek Overseas Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek Overseas"),with respect to the shares of Common Stock directly held by it;
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(iv)
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Owl Creek Credit Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands ("Owl Creek Credit Fund"),with respect to the shares of Common Stock directly held by it;
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(v)
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Owl Creek Advisors, LLC, a Delaware limited liability company (“Owl Creek Advisors”), the general partner of Owl Creek I, Owl Creek II, and Owl Creek Credit Fund, , with respect to the shares of Common Stock directly held by Owl Creek I, Owl Creek II and Owl Creek Credit Fund;
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(vi)
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Owl Creek Asset Management, L.P. a Delaware limited partnership (the “Investment Manager”), the investment manager of Owl Creek I, Owl Creek II, Owl Creek Overseas and Owl Creek Credit Fund with respect to the shares of Common Stock directly held by Owl Creek I, Owl Creek II, Owl Creek Overseas, and Owl Creek Credit Fund; and
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(vii)
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Jeffrey A. Altman, as managing member of the general partner of the Investment Manager, with respect to shares of Common Stock directly held by Owl Creek I, Owl Creek II, Owl Creek Overseas and Owl Creek Credit Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures made herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019.
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CUSIP No. 74737V205
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13G/A
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Page 10 of 12 Pages
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Item 2(c).
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CITIZENSHIP:
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Each of Owl Creek I, Owl Creek II and the Investment Manager is a limited partnership organized under the laws of the State of Delaware. Owl Creek Overseas is an exempted company organized under the laws of the Cayman Islands. Each of Owl Creek Credit Fund is an exempted limited partnership organized under the laws of the Cayman Islands. Owl Creek Advisors is a limited liability company organized under the laws of the State of Delaware. Jeffrey A. Altman is a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, no par value (the "Common Stock").
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Item 2(e).
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CUSIP NUMBER:
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74737V205
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Item 3.
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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)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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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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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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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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Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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)
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¨
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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CUSIP No. 74737V205
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13G/A
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Page 11 of 12 Pages
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
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specify the type of institution:
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Item 4.
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OWNERSHIP.
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The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon a total of 24,999,947 shares of Common Stock reported to be outstanding as of October 31, 2020, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on November 13, 2020.
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The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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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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Not applicable.
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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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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below, each Reporting Person certifies that, to the best of his or 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.
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CUSIP No. 74737V205
|
13G/A
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Page 12 of 12 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: February 12, 2021
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/s/ Jeffrey A. Altman
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Jeffrey A. Altman, (i) individually, (ii) as managing member of Owl Creek Advisors, LLC, (x) for itself and (y) as general partner of Owl Creek I, L.P., Owl Creek II, L.P., and Owl Creek Credit Opportunities Master Fund, L.P.. and (iii) as managing member of the general partner of Owl Creek Asset Management, L.P., (x) for itself and (y) as investment manager to Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Master Fund, Ltd. and Owl Creek Credit Opportunities Master Fund, L.P.
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