13D Filing: Discovery Capital Management and Peabody Energy Corp (BTU)

Item 4.

Purpose of Transaction.

The Reporting Persons have acquired their Shares of the Issuer for investment.  The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any material change in the operating policies or corporate structure of the Issuer; (f) any change in the Issuer’s charter or by-laws; (g) the Shares of the Issuer ceasing to be delisted from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (h) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes.  The Reporting Persons have disposed of the maximum number of shares currently allowable in public transactions pursuant to Rule 144 of the Securities Act of 1933.

The Reporting Persons have been and may continue to be in contact with members of the Issuer’s management, the Issuer’s Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Item 5.

Interest in Securities of the Issuer.

(a) – (e)

As of the date hereof, (i) Discovery and Mr. Citrone may be deemed to be the beneficial owners of 21,918,310 Shares, constituting 22.5% of the Shares; (ii) DGOP may be deemed to be the beneficial owners of 8,707,776 Shares, constituting 8.9% of the Shares; and (iii) DGF may be deemed to be the beneficial owners of 4,788,876 Shares, constituting 4.9% of the Shares.  The percentages in the prior sentence are based upon 97,552,319 Shares outstanding.

Discovery has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,918,310 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 21,918,310 Shares.

Robert K. Citrone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,918,310 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 21,918,310 Shares.

DGOP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 8,707,776 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 8,707,776 Shares.

DGF has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,788,876 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 4,788,876 Shares.

The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B.  All such transactions were carried out in open market transactions.

All of the securities reported in this Schedule 13D are owned by advisory clients of Discovery.  Other than DGOP and DGF, no such client is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities in an amount equal to more than five percent of the class.

As of May 4, 2017, DGF ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock, $0.01 par value and, accordingly, this is the last Schedule 13D filing for DGF.