13D Filing: Elliott Associates, L.P. and Peabody Energy Corp (BTU)

The following constitutes Amendment No.2 to the Schedule 13D filed
by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 1.	SECURITY AND ISSUER
Item 1 is hereby amended and restated as follows: This statement relates to the shares of Common Stock, $0.01 par value (the “Common Stock”) of Peabody Energy Corporation (“Issuer”). The Issuer’s principal executive office is located at 701 Market Street, St. Louis, Missouri 63101-1826.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) and (b) are hereby amended and restated as follows:

(a)  As of the
date hereof, Elliott, Elliott International and EICA collectively may be deemed to beneficially own 35,339,802 shares of Common
Stock, including 14,145,700 shares of Common Stock issued upon the automatic conversion of the Series A Convertible Preferred Stock
constituting a combined economic exposure in the Issuer of approximately 27.0% of the shares of Common Stock outstanding.

 

The aggregate percentage
of Common Stock reported owned by each person named herein is based upon approximately 130,700,000 shares of Common Stock outstanding
following the Preferred Stock Conversion, as disclosed in the 8-K.

As of the date hereof,
Elliott itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott
(“Liverpool”), may be deemed to own 11,308,687 shares of Common Stock, including 4,526,600 shares of Common Stock issued
upon the Preferred Stock Conversion, constituting 8.7% of the shares of Common Stock outstanding.

As of the date hereof,
Elliott International through Spraberry Investments Inc., a Delaware corporation (“Spraberry”) and a wholly-owned subsidiary
of Elliott International, may be deemed to own 24,031,115 shares of Common Stock, including  9,619,100 shares of Common Stock
issued upon the Preferred Stock Conversion, constituting 18.4% of the shares of Common Stock outstanding.  EICA, as the investment
manager of Elliott International may be deemed to beneficially own the 24,031,115 shares of Common Stock deemed to be beneficially
owned by Spraberry, constituting approximately 18.4% of the shares of Common Stock outstanding.

(b) Elliott has the
power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by
it.

Elliott International has
the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Spraberry, Elliott International and EICA. Information regarding each of Elliott International and EICA is set forth
in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.