Amended Statement of Ownership (sc 13g/a)
January 12 2018 - 9:32AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b),
(c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. 1)*
Layne Christensen Company
(Name of Issuer)
Common
Shares
(Title of Class of Securities)
521050104
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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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).
(Continued on the Following Pages)
(Page 1 of 8 Pages)
Page
2
of 8
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linden Capital L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☒ (b) ☐
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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:
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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
1,948,512
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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
1,948,512
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,512
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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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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.2%
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12.
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page
3
of 8
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linden Advisors LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☒ (b) ☐
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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
1,948,512
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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
1,948,512
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,512
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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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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.2%
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12.
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TYPE OF REPORTING PERSON*
IA, PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page
4
of 8
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Linden GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☒ (b) ☐
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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
1,948,512
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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
1,948,512
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9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,512
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.2%
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12.
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TYPE OF REPORTING PERSON*
HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page
5
of 8
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Siu Min Wong
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☒ (b) ☐
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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
China and USA
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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
1,948,512
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
1,948,512
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,512
|
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.2%
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12.
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page
6
of 8
This Amendment No. 1 (Amendment No. 1) is filed pursuant to Rule
13d-2(b)
promulgated under the Securities Exchange Act of 1934, as amended, with respect to the Common Shares, $.01 par value per share (the Common Shares), of Layne Christensen Company (the
Issuer) beneficially owned by the Reporting Persons specified herein as of December 31, 2017, and amends and supplements the Schedule 13G filed September 19, 2017 (collectively, the Schedule 13G). Except as set
forth herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Amendment No. 1 are: Linden Capital
L.P., a Bermuda limited partnership (Linden Capital), Linden Advisors LP, a Delaware limited partnership (Linden Advisors), Linden GP LLC, a Delaware limited liability company (Linden GP), and Mr. Siu Min
(Joe) Wong (Mr. Wong, and collectively, the Reporting Persons).
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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The Reporting Persons collectively beneficially own 1,948,512
Common Shares as a result of Linden Capitals ownership of the Issuers 8.0% Convertible Notes due 2019 and 4.25% Convertible Notes due 2018.
The Reporting Persons have beneficial ownership of Common Shares
constituting 9.2% of the outstanding Common Shares.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Not applicable.
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(ii)
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Shared power to vote or to direct the vote:
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Linden Capital, Linden Advisors, Linden GP and
Mr. Wong have shared power to vote or direct the vote of the 1,948,512 Common Shares beneficially owned by Linden Capital.
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(iii)
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Sole power to dispose or to direct the disposition of:
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Not applicable.
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(iv)
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Shared power to dispose or to direct the disposition of:
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Linden Capital, Linden Advisors,
Linden GP and Mr. Wong have shared power to dispose or direct the disposition of the 1,948,512 Common Shares beneficially owned by Linden Capital.
Page
7
of 8
Item 5.
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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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
By signing below, 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, other than activities solely in connection with a nomination under Sec.
240.14a-11.
Page
8
of 8
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: January 12, 2018
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LINDEN CAPITAL L.P.
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By: Linden GP LLC, its general partner
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By:
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/S/ Saul Ahn
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Saul Ahn,
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Authorized Signatory
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LINDEN ADVISORS LP
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By:
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/S/ Saul Ahn
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Saul Ahn,
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General Counsel
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LINDEN GP LLC
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By:
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/S/ Saul Ahn
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Saul Ahn,
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Authorized Signatory
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/S/ Siu Min Wong
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SIU MIN WONG
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