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

CUSIP
No.704551100

CUSIP
No. 704551100

CUSIP
No. 704551100

CUSIP No.704551100

Item 1.      Security and Issuer.

The name of the issuer is Peabody Energy Corporation, a Delaware corporation (the “Issuer”). The address of the Issuer’s principal
executive offices is 701 Market Street, St. Louis, Missouri 63101-1826. This Schedule 13D relates to the Issuer’s Common Stock,
$0.01 par value (the”Shares”).

Item 2.     Identity and Background.

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

On April 3, 2017, the Reporting Persons acquired the Shares in connection with the Debtors Second Amended Joint Plan of Reorganization
of Debtors and Debtors in Possession as revised March 15, 2017. The funds for the purchase of the instruments that resulted in
the issuance of the Shares came from the working capital of DGOP and Discovery s other clients, over which Discovery and Mr. Citrone,
through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase such
interests, other than borrowed funds used for working capital purposes in the ordinary course of business.

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 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 9,121,545 Shares, constituting 8.9% of the Shares; and (ii) DGOP may be deemed to be the beneficial owners of 2,848,076 Shares, constituting 2.8% of the Shares. The percentages in the prior sentence are based upon 102,222,541 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 9,121,545
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 9,121,545 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
9,121,545 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 9,121,545 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 2,848,076 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 2,848,076 Shares.

The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B. Transactions were
effectuated pursuant to the underwriting agreement described in the Issuer s Prospectus Supplement dated August 17, 2017, which
is incorporated by reference to this Schedule 13D Amendment.

All of the securities reported in this Schedule 13D are owned by advisory clients of Discovery. Other than DGOP, 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 August 23, 2017, DGOP 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 DGOP.

Item 6.

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

Not Applicable

Item 7.

Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule in Transactions in Shares

A copy of the Issuer’s Prospectus Supplement dated August 17, 2017 is incorporated herein by reference.

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.

                                August 25, 2017

              (Date)

Discovery
Capital Management, LLC*

By: /s/ Robert K. Citrone

(Signature)

Robert K. Citrone, Managing Member

(Name/Title)

Discovery Global Opportunity Partners, LP*

By: Discovery Capital Management, LLC,

Its general partner

By: /s/ Robert K. Citrone

(Signature)

Robert K. Citrone, Managing Member

(Name/Title)

/s/ Robert K. Citrone

(Signature)

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest
therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for
purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The
undersigned agree that this Schedule 13D Amendment No. 2, dated August 25, 2017, relating to the Common Stock, $0.01 par
value of Peabody Energy Corporation shall be filed on behalf of the undersigned.

                                August 25, 2017

              (Date)

Discovery
Capital Management, LLC*

By: /s/ Robert K. Citrone

(Signature)

Robert K. Citrone, Managing Member

(Name/Title)

Discovery Global Opportunity Partners, LP*

By: Discovery Capital Management, LLC,

Its general partner

By: /s/ Robert K. Citrone

(Signature)

Robert K. Citrone, Managing Member

(Name/Title)

/s/ Robert K. Citrone

(Signature)

Exhibit B

Schedule of Transactions in Shares

Transactions by Discovery Global Opportunity Partners, LP

Transactions by Discovery Capital Management, LLC and Robert K. Citrone Not Otherwise Described

Above