SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Pyxus International, Inc.

(Name of Issuer)
 

Common Stock, no par value

(Title of Class of Securities)
 

74737V205

(CUSIP Number)
 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 12 Pages)

 

______________________________

* 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 13G/A Page 2 of 12 Pages

 

1

NAMES OF REPORTING PERSONS

Owl Creek I, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

3,657

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,657

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,657

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.01%

 
12

TYPE OF REPORTING PERSON

PN

 
         

 

 

CUSIP No. 74737V205 13G/A Page 3 of 12 Pages

 

1

NAMES OF REPORTING PERSONS

Owl Creek II, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

29,491

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

29,491

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

29,491

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.12%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 74737V205 13G/A Page 4 of 12 Pages

 

 

1

NAMES OF REPORTING PERSONS

Owl Creek Overseas Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

53,929

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

53,929

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

53,929

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.22%

12

TYPE OF REPORTING PERSON

CO

         

 

       

 

CUSIP No. 74737V205 13G/A Page 5 of 12 Pages

 

1

NAMES OF REPORTING PERSONS

Owl Creek Credit Opportunities Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

2,218,210

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,218,210

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,218,210

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.87%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 74737V205 13G/A Page 6 of 12 Pages

 

 

1

NAMES OF REPORTING PERSONS

Owl Creek Advisors, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

2,251,358

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,251,358

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,251,358

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.01%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 74737V205 13G/A Page 7 of 12 Pages

 

 

1

NAMES OF REPORTING PERSONS

Owl Creek Asset Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

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

2,305,287

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,305,287

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,305,287

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.22%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 74737V205 13G/A Page 8 of 12 Pages

 

1

NAMES OF REPORTING PERSONS

Jeffrey A. Altman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

2,305,287

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

2,305,287

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,305,287

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.22%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 74737V205 13G/A Page 9 of 12 Pages

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Pyxus International, Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 8001 Aerial Center Parkway, Morrisville, North Carolina 27560.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:

 

  (i) 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;
   
  (ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), with respect to the shares of Common Stock directly held by it;
     
  (iii) 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;
     
  (iv) 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;
     
  (v) 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;
   
  (vi) 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
     
  (vii) 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.

 

  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.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019.

 

CUSIP No. 74737V205 13G/A Page 10 of 12 Pages

 

 

Item 2(c). CITIZENSHIP:
   
  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.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, no par value (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  74737V205

 

Item 3. 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:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

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);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

CUSIP No. 74737V205 13G/A Page 11 of 12 Pages

 

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:

 

Item 4. OWNERSHIP.
   
  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.
   
  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.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.
   
  Each of the Reporting Persons hereby makes the following certification:
   
  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.

 

CUSIP No. 74737V205 13G/A Page 12 of 12 Pages

 

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

 

 

  /s/ Jeffrey A. Altman
  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.