Wheeling Pittsburgh Corp /DE/ - Statement of Changes in Beneficial Ownership (4)
20 November 2007 - 5:27PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Del Mar Asset Management, LP
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2. Issuer Name
and
Ticker or Trading Symbol
WHEELING PITTSBURGH CORP /DE/
[
WPSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
711 FIFTH AVENUE, FIFTH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2007
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share ("Common Stock")
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11/15/2007
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11/15/2007
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U
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1739926
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D
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(2)
(3)
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0
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The shares of Common Stock to which this Form 4 relates are held directly by Del Mar Master Fund, Ltd., a Cayman Islands
exempted company (the "Master Fund"). Del Mar Asset Management, LP, a Delaware limited liability company ("DMAM"), serves
as the investment manager of the Master Fund and as such has discretion over the portfolio securities beneficially owned by
the Master Fund. Del Mar Management, LLC., a Delaware limited liability company (the "GP"), is the general partner of DMAM
and directs DMAM's operations. Mr. David Freelove is the managing member of the GP. DMAM, the GP and Mr. David Freelove
disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
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(
2)
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The shares of Common Stock to which this Form 4 relates were disposed of pursuant to the amendment to the Agreement and Plan
of Merger and Combination, dated March 16, 2007 (the "Merger Agreement") with respect to the proposed business combination
of the Issuer and Esmark Incorporated. The Reporting Persons elected their "put rights" and filed their election form
pursuant to the Form S-4 Registration Statement of Clayton Acquisition Corporation ("New Esmark") on November 15, 2007 by
electing the right to receive $20.00 per share in cash for their shares of Common Stock as of the effective date of the
merger.
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(
3)
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However, pursuant to the Merger Agreement, the right to receive $20.00 per share may be subject to proration if this right is
elected by shareholders in excess of certain thresholds, in which case, pursuant to the Merger Agreement, the Reporting
Persons will receive certain shares of New Esmark stock, the value of which cannot be determined as of this date, in
exchange
for some of the shares of Common Stock to which this Form 4 relates.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Del Mar Asset Management, LP
711 FIFTH AVENUE
FIFTH FLOOR
NEW YORK, NY 10022
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X
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DEL MAR MASTER FUND, LTD.
711 FIFTH AVENUE
NEW YORK, NY 10022
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X
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DEL MAR MANAGEMENT, LLC
711 FIFTH AVENUE
NEW YORK, NY 10022
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X
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FREELOVE DAVID
711 FIFTH AVENUE
NEW YORK, NY 10022
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X
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Signatures
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/s/ David Freelove; (a) individually; (b) as managing member of Del Mar Management, LLC, for itself and as the general partner of Del Mar Asset Management, LP, for itself and as the investment manager of Del Mar Master Fund, Ltd.
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11/19/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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