Statement of Ownership (sc 13g)
August 19 2019 - 5:03PM
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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August 9, 2019
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(Date of Event Which Requires Filing of the Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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o
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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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o
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Rule 13d-1(d)
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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).
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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
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5.
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SOLE VOTING POWER
0 Shares
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6.
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SHARED VOTING POWER
7,287,971 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
7,287,971 Shares
Refer to Item 4 below
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,287,971 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)
5.14%
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
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5.
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SOLE VOTING POWER
0 Shares
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6.
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SHARED VOTING POWER
7,287,971 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
7,287,971 Shares
Refer to Item 4 below
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,287,971 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)
5.14%
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
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5.
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SOLE VOTING POWER
0 Shares
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6.
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SHARED VOTING POWER
7,287,971 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
7,287,971 Shares
Refer to Item 4 below
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,287,971 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)
5.14%
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).
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Name of Issuer:
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TRONOX HOLDINGS PLC
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Item 1(b).
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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).
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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).
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Address of Principal Business Office or, if none, Residence:
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1700 Broadway, 26
th
Floor
New York, NY 10019
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Item 2(c).
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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).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
G9087Q102
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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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o
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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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o
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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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o
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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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o
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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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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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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)
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o
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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 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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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.
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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 August 9, 2019.
The percentage reported above is based on 141,880,996 shares
of Common Stock reported to be issued and outstanding in the Company’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2019, as described therein.
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(a)
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Amount beneficially owned*:
Luminus Management, LLC
– 7,287,971 Shares
Luminus Energy Partners
Master Fund, Ltd. – 7,287,971 Shares
Jonathan Barrett –
7,287,971 Shares
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(b)
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Percent of class:
Luminus Management, LLC
– 5.14%
Luminus Energy Partners
Master Fund, Ltd. – 5.14%
Jonathan Barrett –
5.14%
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(c)
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Number of shares as to which the person has:
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(i)
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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)
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Shared power to vote or
to direct the vote:
Luminus Management, LLC
– 7,287,971 Shares
Luminus Energy Partners
Master Fund, Ltd. – 7,287,971 Shares
Jonathan Barrett –
7,287,971 Shares
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(iii)
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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)
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Shared power to dispose
or to direct the disposition of:
Luminus Management, LLC
– 7,287,971 Shares
Luminus Energy Partners
Master Fund, Ltd. – 7,287,971 Shares
Jonathan Barrett –
7,287,971 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.
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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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following.
o
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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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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.
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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.
August 19, 2019
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
August 19, 2019, 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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