13G Filing: Luxor Capital Group and Sunedison, Inc. (SUNE)

1.

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Partners Offshore Master Fund, LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    [x]

(b)    [ ]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

9,007,408

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

9,007,408

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,007,408

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.3%

12.

TYPE OF REPORTING PERSON

PN