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. 4)*
Videocon d2h Limited
(Name of Issuer)
Equity Shares, face value 10 rupees per share
(Title of Class of Securities)
92657J101
(CUSIP Number)
December 31, 2018
(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
).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Luxor Capital Partners, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(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
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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
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0
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6.
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SHARED VOTING POWER
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0(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0(1)
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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)
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0%
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12.
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TYPE OF REPORTING PERSON
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PN
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(1) Represented by American Depositary Shares, each representing four Equity Shares.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Luxor Wavefront, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(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
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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
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0
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6.
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SHARED VOTING POWER
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0(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0(1)
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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)
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0%
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12.
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TYPE OF REPORTING PERSON
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PN
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(1) Represented by American Depositary Shares, each representing four Equity Shares.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Luxor Capital Partners Offshore Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(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
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Cayman Islands
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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
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0
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6.
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SHARED VOTING POWER
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0(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0(1)
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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)
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0%
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12.
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TYPE OF REPORTING PERSON
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PN
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(1) Represented by American Depositary Shares, each representing four Equity Shares.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Luxor Capital Partners Offshore, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(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
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Cayman Islands
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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
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0
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6.
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SHARED VOTING POWER
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0(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0(1)
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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)
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0%
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12.
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TYPE OF REPORTING PERSON
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CO
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(1) Represented by American Depositary Shares, each representing four Equity Shares.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Thebes Offshore Master Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(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
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Cayman Islands
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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
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0
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6.
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SHARED VOTING POWER
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0(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0(1)
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|
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON
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|
|
|
|
|
PN
|
(1) Represented by American Depositary Shares, each representing four Equity Shares.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
Thebes Partners Offshore, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
|
|
(a) [x]
|
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|
(b) [ ]
|
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|
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3.
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SEC USE ONLY
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|
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
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|
Cayman Islands
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|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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|
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|
5.
|
SOLE VOTING POWER
|
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0
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6.
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SHARED VOTING POWER
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0(1)
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
|
0(1)
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|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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0%
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12.
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TYPE OF REPORTING PERSON
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|
CO
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(1) Represented by American Depositary Shares, each representing four Equity Shares.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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LCG Holdings, 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) [x]
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(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
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|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
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0
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6.
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SHARED VOTING POWER
|
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|
|
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|
0(1)
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7.
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SOLE DISPOSITIVE POWER
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|
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0
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8.
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SHARED DISPOSITIVE POWER
|
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|
|
|
|
0(1)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
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0(1)
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|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
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0%
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12.
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TYPE OF REPORTING PERSON
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OO
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(1) Represented by American Depositary Shares, each representing four Equity Shares.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
|
|
Luxor Capital Group, LP
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|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
|
|
|
|
(a) [x]
|
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|
(b) [ ]
|
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|
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3.
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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
|
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|
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6.
|
SHARED VOTING POWER
|
|
|
|
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|
0(1)
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7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0(1)
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|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
0(1)
|
|
|
|
|
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.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
(1) Represented by American Depositary Shares, each representing four Equity Shares.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Luxor Management, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
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
|
|
|
|
|
|
0(1)
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0(1)
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
0(1)
|
|
|
|
|
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.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
(1) Represented by American Depositary Shares, each representing four Equity Shares.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Christian Leone
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
|
|
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
|
|
|
|
|
|
0(1)
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0(1)
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
0(1)
|
|
|
|
|
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.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
(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).
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Name of Persons Filing:
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The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting
Persons”):
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Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”);
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Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”);
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Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Offshore Master
Fund”);
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Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”);
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Thebes Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Thebes Master Fund”);
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Thebes Partners Offshore, Ltd., a Cayman Islands exempted company (the “Thebes Feeder Fund”);
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LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);
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Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”);
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Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”); and
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Christian Leone, a United States citizen (“Mr. Leone”).
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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.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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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.
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.
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Item 2(d).
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Title of Class of Securities:
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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.
92657J101
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). 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.
Ownership.
As of the close of business on December 31, 2018, the Reporting Persons no longer owned any Equity
Shares.
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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 Persons
have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
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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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See Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on February 16,
2016.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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.
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LUXOR CAPITAL PARTNERS, LP
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By:
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LCG Holdings, LLC, as General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR WAVEFRONT, LP
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By:
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LCG Holdings, LLC, as General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
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By:
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LCG Holdings, LLC, as General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
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By:
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Luxor Capital Group, LP, as investment manager
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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THEBES OFFSHORE MASTER FUND, LP
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By:
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LCG Holdings, LLC, as General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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THEBES PARTNERS OFFSHORE, LTD.
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By:
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Luxor Capital Group, LP, as investment manager
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR CAPITAL GROUP, LP
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By:
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Luxor Management, LLC, as General Partner
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LCG HOLDINGS, LLC
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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LUXOR MANAGEMENT, LLC
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By:
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/s/ Norris Nissim
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Name:
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Norris Nissim
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Title:
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General Counsel
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/s/ Norris Nissim
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NORRIS NISSIM, as Agent for Christian Leone
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