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

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), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 6 Pages)

______________________________

* 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).

¹ Includes 4,526,600 shares of Common Stock issued upon
the automatic conversion of the 2,404,192 shares of Series A Convertible Preferred Stock, which, according to the Issuer’s
Current Report on Form 8-K, filed on January 31, 2018 (the “8-K”) took place on January 31, 2018 with respect
to all outstanding shares of Series A convertible Preferred Stock (the “Preferred Stock Conversion).  The number
of shares of Common Stock into which the Series A Convertible Preferred Stock converted is based upon the conversion rate of approximately
1.88279508 shares of Common Stock per share of Series A Convertible Preferred Stock as provided in the 8-K. Percentages used herein
are based on approximately 130,700,000 shares of Common Stock outstanding following the Preferred Stock Conversion, as disclosed
in the 8-K.

¹ Includes 9,619,100 shares of Common Stock issued upon
the automatic conversion of the 5,108,947 shares of Series A Convertible Preferred Stock, which, according to the 8-K, took place
on January 31, 2018.  The number of shares of Common Stock into which the Series A Convertible Preferred Stock converted is
based upon the conversion rate of approximately 1.88279508 shares of Common Stock per share of Series A Convertible Preferred Stock
as provided in the 8-K. Percentages used herein are based on approximately 130,700,000 shares of Common Stock outstanding following
the Preferred Stock Conversion, as disclosed in the 8-K.

¹ Includes 9,619,100 shares of Common Stock issued upon
the automatic conversion of the 5,108,947 shares of Series A Convertible Preferred Stock, which, according to the 8-K, took place
on January 31, 2018.  The number of shares of Common Stock into which the Series A Convertible Preferred Stock converted is
based upon the conversion rate of approximately 1.88279508 shares of Common Stock per share of Series A Convertible Preferred Stock
as provided in the 8-K. Percentages used herein are based on approximately 130,700,000 shares of Common Stock outstanding following
the Preferred Stock Conversion, as disclosed in the 8-K.

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.

(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.

SIGNATURES

After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

DATE: February 2, 2018