Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 11:11AM
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. 3)*
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Layne Christensen
Company
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(Name of Issuer)
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Common Stock,
par value $0.01 par value
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(Title of Class of Securities)
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521050104
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(CUSIP Number)
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December
31, 2017
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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 6 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 (“
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. 521050104
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13G/A
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Page
2
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Highbridge Capital Management, 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)
¨
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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
State of 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
1,794,872 shares of Common Stock issuable upon conversion of convertible
notes
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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
1,794,872 shares of Common Stock issuable upon conversion of convertible
notes
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,872 shares of Common Stock issuable upon conversion of convertible
notes
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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)
8.28%
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12
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 521050104
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13G/A
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Page
3
of 6 Pages
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1
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NAMES OF REPORTING PERSONS
1992 MSF International Ltd. (formerly known as Highbridge
International 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)
¨
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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, British West Indies
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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
1,230,769 shares of Common Stock issuable upon conversion of convertible
notes
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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
1,230,769 shares of Common Stock issuable upon conversion
of convertible notes
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,769 shares of Common Stock issuable upon conversion
of convertible notes
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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)
5.83%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 521050104
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13G/A
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Page
4
of 6 Pages
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This Amendment No. 3 (this "
Amendment No. 3
") amends
the statement on Schedule 13G filed with the Securities and Exchange Commission (the "
SEC
") on March 13, 2015
(the "
Original Schedule 13G
"), as amended by Amendment No. 1 filed with the SEC on February 16, 2016 ("
Amendment
No. 1
"), Amendment No. 2 filed with the SEC on February 14, 2017 ("
Amendment No. 2
" and together with
the Original Schedule 13G, Amendment No. 1 and this Amendment No. 3, the "
Schedule 13G
"), with respect to the
shares of Common Stock, par value $0.01 per share (the "
Common Stock
"), of Layne Christensen Company, a Delaware
corporation (the "
Company
"). Capitalized terms used herein and not otherwise defined have the meanings set forth
in the Schedule 13G. This Amendment No. 3 amends and restates Items 2(a), 2(b), 2(c) and 4 in their entirety as set forth below.
Item 2(a)
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NAME OF PERSON FILING:
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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Item 2(c).
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CITIZENSHIP:
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This statement is filed by:
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(i)
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Highbridge Capital Management, LLC
40 West 57th Street, 32nd Floor
New York, New York 10019
Citizenship: State of Delaware
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(ii)
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1992 MSF International Ltd.
c/o Highbridge Capital Management, LLC
40 West 57th Street, 32nd Floor
New York, New York 10019
Citizenship: Cayman Islands
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On July 10, 2017,
Highbridge International LLC changed its name to "1992 MSF
International Ltd.". The foregoing persons are hereinafter sometimes referred to as the "
Reporting
Persons
."
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Item 4.
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OWNERSHIP
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(a) Amount
beneficially owned:
As of December 31, 2017, (i) 1992 MSF International
Ltd. may be deemed to beneficially own 1,230,769 shares of Common Stock issuable upon conversion of convertible notes and (ii)
Highbridge Capital Management, LLC, as the trading manager of 1992 MSF International Ltd. and Highbridge Tactical Credit &
Convertibles Master Fund, L.P. (collectively, the "
Highbridge Funds
") may be deemed to be the beneficial owner
of 1,794,872 shares of Common Stock issuable upon conversion of the convertible notes held by the Highbridge Funds.
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CUSIP No. 521050104
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13G/A
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Page
5
of 6 Pages
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(b) Percent
of class:
The percentages used herein and in the rest
of this Schedule 13G/A are calculated based upon 19,882,366 shares of Common Stock reported to be outstanding as of November 28,
2017 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2017 filed with the SEC on December
5, 2017 and assumes the conversion of the convertible notes held by the Highbridge Funds. Therefore, as of December 31, 2017, (i)
1992 MSF International Ltd. may be deemed to beneficially own approximately 5.83% of the outstanding shares of Common Stock of
the Company and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 8.28% of the outstanding
shares of Common Stock of the Company.
The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock issuable upon conversion
of the convertible notes held by the Highbridge Funds.
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(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
0
(ii) Shared
power to vote or to direct the vote
See Item 4(a)
(iii) Sole
power to dispose or to direct the disposition of
0
(iv) Shared
power to dispose or to direct
the disposition of
See Item 4(a)
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CUSIP No. 521050104
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13G/A
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Page
6
of 6 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATED: February 14, 2018
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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1992 MSF INTERNATIONAL LTD.
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By:
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Highbridge Capital Management, LLC
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its Trading Manager
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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