VDTH Videocon D2H Limited ADS (delisted)

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. 3)*

Videocon d2h Limited

(Name of Issuer)

Equity Shares, face value 10 rupees per share

(Title of Class of Securities)

92657J101

(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)

[x]   Rule 13d-1(c)

[ ]   Rule 13d-1(d)

*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 disclosures provided in a prior cover page.

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 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 ).

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

(1) Represented by American Depositary Shares, each representing four Equity Shares.

Item 1(a).

Name of Issuer:

Videocon d2h Limited  ("Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

1 ^st Floor, Techweb Centre

New Link Road

Oshiwara Jogeshwari (West)

Mumbai 400 102 Maharashtra, India

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):

·	Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund");

·	Luxor Wavefront, LP, a Delaware limited partnership (the "Wavefront Fund");

·	Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Offshore Master Fund");

·	Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the "Offshore Feeder Fund");

·	Thebes Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Thebes Master Fund");

·	Thebes Partners Offshore, Ltd., a Cayman Islands exempted company (the "Thebes Feeder Fund");

·	LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings");

·	Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group");

·	Luxor Management, LLC, a Delaware limited liability company ("Luxor Management");  and

·	Christian Leone, a United States citizen ("Mr. Leone").

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Thebes Master Fund is a subsidiary of the Thebes Feeder Fund. LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.  Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Thebes Master Fund and the Thebes Feeder Fund (collectively, the "Funds").  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of Luxor Management.  Mr. Leone is the managing member of LCG Holdings.

By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the Equity Shares (as defined below) owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the Equity Shares beneficially owned by the Funds.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036.

The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund and the Thebes Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Item 2(c).

Citizenship:

Mr. Leone is a citizen of the United States.

Each of Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.

Each of the Onshore Fund, the Wavefront Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.

Each of the Offshore Feeder Fund and the Thebes Feeder Fund is a company formed under the laws of the Cayman Islands.

Each of the Offshore Master Fund and the Thebes Master Fund is a limited partnership formed under the laws of the Cayman Islands.

Item 2(d).

Title of Class of Securities:

Equity Shares, face value 10 rupees per share (the "Equity Shares").  The Equity Shares reported as being beneficially owned herein are represented by American Depositary Shares, each representing four Equity Shares.

Item 2(e).

CUSIP Number:

92657J101

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Item 4.   Ownership.

(a)	Amount beneficially owned:

As of the close of business on December 31, 2017,

(i)	The Onshore Fund beneficially owned 11,754,896 Equity Shares;

 

(ii)	The Wavefront Fund beneficially owned 2,221,236 Equity Shares;

 

(iii)

The Offshore Master Fund beneficially owned 7,887,516 Equity Shares.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Equity Shares beneficially owned by the Offshore Master Fund;

 

(iv)	The Thebes Master Fund beneficially owned 0 Equity Shares. The Thebes Feeder Fund may be deemed to have beneficially owned the Equity Shares beneficially owned by the Thebes Master Fund;

 

(v)

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, and the Thebes Master Fund may be deemed to have beneficially owned the 21,863,648 Equity Shares beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, and the Thebes Master Fund;

 

(vi)	Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 21,863,648 Equity Shares beneficially owned by the Funds;

 

(vii)

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 21,863,648 Equity Shares beneficially owned by Luxor Capital Group; and

 

(viii)

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 21,863,648 Equity Shares beneficially owned by Luxor Management.

(b)	Percent of Class:

The aggregate percentage of Equity Shares reported owned by each person named herein is based upon 425,464,584 Equity Shares outstanding, which is the total number of Equity Shares outstanding based on information provided by the Issuer.  As of the close of business on December 31, 2017,

(i)	The Onshore Fund beneficially owned approximately 2.8% of the outstanding Equity Shares;

 

(ii)	The Wavefront Fund beneficially owned less than 1% of the outstanding Equity Shares;

 

(iii)

The Offshore Master Fund beneficially owned approximately 1.9% of the outstanding Equity Shares and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 1.9% of the outstanding Equity Shares;

 

(iv)	The Thebes Master fund beneficially owned 0% of the outstanding Equity Shares and the Thebes Feeder Fund may be deemed to have beneficially owned 0% of the outstanding Equity Shares; and

 

(v)	Each of LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 5.1% of the outstanding Equity Shares.

(c)	Number of shares as to which such person has:

(i)            Sole power to vote or to direct the vote of Equity Shares:

See Cover Pages Items 5-9.

(ii)            Shared power to vote or to direct the vote of Equity Shares:

See Cover Pages Items 5-9.

(iii)           Sole power to dispose or to direct the disposition of Equity Shares:

See Cover Pages Items 5-9.

(iv)          Shared power to dispose or to direct the disposition of Equity Shares:

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

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 [   ].

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.

See Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below each of the undersigned 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.

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:

February 14, 2018

LUXOR CAPITAL PARTNERS, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR WAVEFRONT, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By:	Luxor Capital Group, LP, as investment manager
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
THEBES OFFSHORE MASTER FUND, LP
By:	LCG Holdings, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel

THEBES PARTNERS OFFSHORE, LTD.
By:	Luxor Capital Group, LP, as investment manager
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR CAPITAL GROUP, LP
By:	Luxor Management, LLC, as General Partner
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LCG HOLDINGS, LLC
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
LUXOR MANAGEMENT, LLC
By:	/s/ Norris Nissim
	Name:	Norris Nissim
	Title:	General Counsel
/s/ Norris Nissim
NORRIS NISSIM, as Agent for Christian Leone

 

 

EXHIBIT B

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned's true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.

/s/ Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

STATE OF NEW YORK   )

COUNTY OF NEW YORK)

On November 6, 2017 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Clare Rosenbalm

Name: Clare Rosenbalm

Notary Public, State of NY

License #: 01RO6364701

Commission Expires: September 18, 2021

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