13D Filing: Atlantic Investment Management and Owens-Illinois Inc (OI)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  1)*

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (g), check the following box [   ].

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.

*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 (“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).

 * Includes:
(i) 623,128 shares (0.38%) of the Issuer’s Common Stock, par value $0.01 per share (“Shares”),
beneficially owned by AJR International Master Fund, Ltd., a British Virgin Islands company; (ii) 3,844,594 Shares (2.36%) beneficially
owned by Cambrian Master Fund, Ltd., a British Virgin Islands company; (iii) 1,360,624 Shares (0.84%) beneficially owned by Cambrian
Global Master Fund, Ltd., a British Virgin Islands company; and (iv) 2,088,609 Shares (1.28%) held in one or more other accounts
(“Other Accounts”). Atlantic Investment Management, Inc., serving as the investment advisor of the foregoing parties
and the Other Accounts, has sole voting power over 6,642,744 Shares and sole dispositive power over all Shares beneficially owned
by such parties or held in the Other Accounts. See Items 2 and 5 for additional details.

Item 1.     Security
and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Owens-Illinois
Inc. (the “Issuer”). The Issuer has principal executive offices located at One Michael Owens Way, Perrysburg, Ohio
43551-2999.

Item 2.     Identity and Background.

(a)   This statement is filed by Atlantic Investment Management, Inc., a Delaware corporation (the “Reporting Person”),
with respect to 6,642,744 Shares over which the Reporting Person has sole voting power by reason and 7,916,955 Shares over which
the Reporting Person has sole dispositive power by reason of serving as the investment advisor to: (i) AJR International Master
Fund, Ltd., a British Virgin Islands company (“AJR”); (ii) Cambrian Master Fund, Ltd., a British Virgin Islands company
(“Cambrian Fund”); (iii) Cambrian Global Master Fund, Ltd., a British Virgin Islands company (“Cambrian Global
Fund”); and (vi) one or more other accounts (“Other
Accounts”).

(b)  The business address of the Reporting Person and Mr. Alexander Roepers, the president, sole director and sole
shareholder of the Reporting Person, is 666 Fifth Avenue, New York, New York 10103.

(c)   The principal business of the Reporting Person is that of an investment advisor engaging in the purchase and
sale of securities for investment with the objective of capital appreciation on behalf of AJR, Cambrian Fund, Cambrian Global Fund,
and the Other Accounts. The principal occupation of Mr. Roepers is serving as the president and managing officer of the Reporting
Person.

(d)   Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)   Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

(f)   Mr. Roepers is a citizen of the United States.

Item 3.      Source and Amount of Funds
or Other Consideration.

The Shares purchased by the Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the
Other Accounts were purchased with the investment capital of such entities and accounts. The aggregate amount of funds used in
making the purchases reported on this Schedule 13D was approximately $159,012,825.

Item 4.      Purpose of Transaction.

The Reporting Person acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts
and continues to hold, the Shares reported in this Amendment No. 1 Schedule 13D for investment purposes. The Reporting Person intends
to evaluate the performance of the Shares as an investment in the ordinary course of business. The Reporting Person pursues an
investment objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Person analyzes the
operations, capital structure and markets of companies in which the Reporting Person’s clients invest, including the Issuer,
on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with
representatives of such companies.

The Reporting Person will continuously assess the Issuer’s business, financial condition, results of
operations and prospects, general economic conditions, the securities markets in general and those for the Shares in particular,
other developments and other investment opportunities. Depending on such assessments, the Reporting Person may acquire additional
Shares or may determine to sell or otherwise dispose of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian
Global Fund, and the Other Accounts in the open market or in private transactions. Such actions will depend upon a variety of factors,
including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of
operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions
and other factors that the Reporting Person may deem material to its investment decision.

The Reporting Person and their representatives have, from time to time, engaged in, and expect to continue
to engage in, discussions with members of management and the board of directors of the Issuer (the “Board”), other
current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and
financing professionals and other third parties regarding a variety of matters related to the Issuer, which may include, among
other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition
and strategic alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value.

Except as set forth above, the Reporting Person has no present plans or proposals which relate to or would
result in any of the transactions required to be described in Item 4 of Schedule 13D.

Item 5.     Interest in Securities
of the Issuer.

(a)  Based upon the information contained in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on April 25, 2017, there were issued and outstanding 162,698,113 Shares as of March 31, 2017.

(b)   The Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment
advisory agreement with each of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts pursuant to which the Reporting
Person has investment authority with respect to the securities held by such entities or in such accounts. Such power includes the
power to dispose of and the power to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, the Reporting Person is deemed to be the beneficial owner of the Shares held by such entities and accounts.
Accordingly, the Reporting Person is deemed the beneficial owner of 7,916,955 Shares, or 4.9% of the outstanding Shares.

(c)  The following table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian
Global Fund, and the Other Accounts in Shares during the past sixty (60) days:

After the trades effected on July 6, 2017, the Reporting Person beneficially owns less than five percent (5%)
of the Shares of the Issuer. Except for the transactions listed above, neither the Reporting Person, any entity for which the Reporting
Person serves as investment advisor, nor any person or entity controlled by the Reporting Person, nor Mr. Roepers (including Mr.
Roepers’ immediate family members) has traded Shares during the past sixty (60) days on or prior to the Event Date, and from
the Event Date to the Filing Date.

Item 6.     Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not Applicable.

Item 7.      Material to be filed as
exhibits.

Not Applicable.

 SIGNATURE

After
reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).