13G Filing: Point72 Asset Management and Fairmount Santrol Holdings Inc. (FMSA)

13G

Page  2  of  11  Pages

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Point72 Asset Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,744,500 (see Item 4)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,744,500 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,744,500 (see Item 4)

10

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.1% (see Item 4)

12

TYPE OF REPORTING PERSON*

PN

13G

Page  3  of  11  Pages

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Point72 Capital Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,744,500 (see Item 4)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,744,500 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,744,500 (see Item 4)

10

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.1% (see Item 4)

12

TYPE OF REPORTING PERSON*

CO

13G

Page  4  of  11  Pages

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Cubist Systematic Strategies, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

14,182 (see Item 4)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

14,182 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,182 (see Item 4)

10

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.1% (see Item 4)

12

TYPE OF REPORTING PERSON*

OO

13G

Page  5  of  11  Pages

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Point72 Europe (London) LLP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

188,500 (see Item 4)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

188,500 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

188,500 (see Item 4)

10

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 0.1% (see Item 4)

12

TYPE OF REPORTING PERSON*

OO

13G

Page  6  of  11  Pages

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Steven A. Cohen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,947,182 (see Item 4)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,947,182 (see Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,947,182 (see Item 4)

10

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.2% (see Item 4)

12

TYPE OF REPORTING PERSON*

IN

Item 1(a)

Name of Issuer:

Fairmount Santrol Holdings Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

8834 Mayfield Road, Chesterland, Ohio 44026

Item 2(a)

Name of Person Filing:

This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, par value $0.01 per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by certain investment funds it manages; (iv) Point72 Europe (London) LLP (“Point72 Europe (London)”) with respect to Shares held by certain investment funds it manages; and (v) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Point72 Europe (London).

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Europe (London), and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Item 2(b)

Address or Principal Business Office:

The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173; and (iii) Point72 Europe (London) is 8 St. James’s Square, London, SW1Y 4JU, U.K.

Item 2(c)

Citizenship:

Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  Cubist Systematic Strategies is a Delaware limited liability company.  Point72 Europe (London) is a limited liability partnership organized under the laws of England and Wales.   Mr. Cohen is a United States citizen.

Item 2(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e)

CUSIP Number:

30555Q108

Item 3

Not Applicable

Item 4

Ownership:

The percentages used herein are calculated based upon the Shares issued and outstanding as of March 17, 2017, as reported on the Issuer’s Definitive Proxy Statement on DEF 14A filed with the Securities and Exchange Commission on April 6, 2017.

As of the close of business on April 28, 2017:

1.  Point72 Asset Management, L.P.

(a) Amount beneficially owned: 13,744,500

(b) Percent of class: 6.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 13,744,500

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 13,744,500

2.  Point72 Capital Advisors, Inc.

(a) Amount beneficially owned: 13,744,500

(b) Percent of class: 6.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 13,744,500

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 13,744,500

3.  Cubist Systematic Strategies, LLC

(a) Amount beneficially owned: 14,182

(b) Percent of class: less than 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 14,182

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 14,182

4.  Point72 Europe (London) LLP

(a) Amount beneficially owned: 188,500

(b) Percent of class: less than 0.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 188,500

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 188,500

5. Steven A. Cohen

(a) Amount beneficially owned: 13,947,182

(b) Percent of class: 6.2%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 13,947,182

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 13,947,182

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Europe (London), and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Pursuant to an investment management agreement, Point72 Europe (London) maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Mr. Cohen controls each of Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Point72 Europe (London). By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed to beneficially own 13,744,500 Shares (constituting approximately 6.1% of the Shares outstanding); (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 14,182 Shares (constituting less than 0.1% of the Shares outstanding); and (iii) Point72 Europe (London) and Mr. Cohen may be deemed to beneficially own 188,500 Shares (constituting less than 0.1% of the Shares outstanding).  Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, Point72 Europe (London), and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☐

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

Item 10

Certification: