UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Pyxus International, Inc.
(Name of
Issuer)
Common
Stock, no par value
(Title of
Class of Securities)
74737V205
(CUSIP
Number)
Colin J.
Daniels, Esq.
Monarch
Alternative Capital LP
535
Madison Avenue
New York,
NY 10022
Telephone:
(212) 554-1700
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January
18, 2023
(Date of
Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ☐
*
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,
as amended (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).
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1
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NAME OF REPORTING PERSON
Monarch Alternative Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) ☐
(b) ☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS ☐
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
6,140,270
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
6,140,270
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,140,270
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%1
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14
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TYPE OF REPORTING PERSON
PN, IA
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1
Based on 24,999,947 shares of Common Stock outstanding as set forth
in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 10, 2022.
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1
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NAME OF REPORTING PERSON
MDRA GP LP
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) ☐
(b) ☑
|
|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
OO
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
☐
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
6,140,270
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,140,270
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,140,270
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%2
|
|
14
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TYPE OF REPORTING PERSON
PN, HC
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2
Based on 24,999,947 shares of Common Stock outstanding as set forth
in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 10, 2022.
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1
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NAME OF REPORTING PERSON
Monarch GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) ☐
(b) ☑
|
|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
☐
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
6,140,270
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,140,270
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,140,270
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%3
|
|
14
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TYPE OF REPORTING PERSON
OO, HC
|
3
Based on 24,999,947 shares of Common Stock outstanding as set forth
in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 10, 2022.
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment
No. 2 to Schedule 13D (this “Amendment No. 2”) is being
filed with respect to the common stock, no par value (the
“Shares”), of Pyxus International, Inc. (formerly known as
Pyxus One, Inc.) (the “Issuer”), to amend the Schedule 13D
filed by the Reporting Persons on September 3, 2020 (the
“Original 13D”, and, as amended and restated by Amendment
No. 1 filed on January 3, 2023 (“Amendment No. 1”), and this
Amendment No. 2, the “Schedule 13D”). Capitalized terms
used but not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
ITEM 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended and supplemented as
follows:
On January 19, 2023, Patrick Fallon resigned from the Board.
Effective upon Mr. Fallon’s resignation, Patrick J. Bartels was
appointed to the Board to replace Mr. Fallon as the Reporting
Persons’ designee to the Board pursuant to Section 2.1(d) of the
Shareholders Agreement.
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.
Dated: January
23, 2023
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Monarch Alternative Capital LP
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By:
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/s/ Michael
Weinstock
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Name: Michael Weinstock
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Title: Chief Executive Officer
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MDRA GP LP
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By: Monarch GP LLC, as general partner
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By:
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/s/ Michael
Weinstock
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Name: Michael Weinstock
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Title: Member
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Monarch GP LLC
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By:
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/s/ Michael
Weinstock
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Name: Michael Weinstock
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Title: Member
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