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Filing Details

Accession Number:: 0001140361-19-003065
Form Type:: 13G Filing
Publication Date:: 2019-02-13 17:03:10

Filed By:: Scoggin International Fund, Ltd.
Company:: Ultra Petroleum Corp (NYSE:UPLCQ)
Filing Date:: 2019-02-13
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Scoggin International Fund, Ltd	0	0	0	0	0	0%
Scoggin Worldwide Fund, Ltd	0	0	0	0	0	0.0%
SB Special Situation Master Fund SPC Portfolio F	7,500,000	0	7,500,000	0	7,500,000	3.8%
Scoggin Management	0	0	0	0	0	0%
Scoggin GP	0	0	0	0	0	0%
Old Bellows Partners	7,500,000	0	7,500,000	0	7,500,000	3.8%
Old Bell Associates	0	7,500,000	0	7,500,000	7,500,000	3.8%
A. Dev Chodry	139,162	7,500,000	139,162	7,500,000	7,639,162	3.9%
Craig Effron	0	7,500,000	0	7,500,000	7,500,000	3.8%
Curtis Schenker	75,000	7,500,000	75,000	7,500,000	7,575,000	3.8%

Filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Ultra Petroleum Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

903914208

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

Page 1 of 20 Pages

13G

CUSIP No. 903914208	Page 2 of 20 Pages

1	NAME OF REPORTING PERSON
	Scoggin International Fund, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(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
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON
	CO

13G

CUSIP No. 903914208	Page 3 of 20 Pages

1	NAME OF REPORTING PERSON
	Scoggin Worldwide Fund, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(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
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%

12	TYPE OF REPORTING PERSON
	CO

13G

CUSIP No. 903914208	Page 4 of 20 Pages

1	NAME OF REPORTING PERSON
	SB Special Situation Master Fund SPC – Portfolio F

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(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
			7,500,000

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			7,500,000

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,500,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.8%

12	TYPE OF REPORTING PERSON
	CO

13G

CUSIP No. 903914208	Page 5 of 20 Pages

1	NAME OF REPORTING PERSON
	Scoggin Management LP

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
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON
	PN

13G

CUSIP No. 903914208	Page 6 of 20 Pages

1	NAME OF REPORTING PERSON
	Scoggin GP 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
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%

12	TYPE OF REPORTING PERSON
	OO

13G

CUSIP No. 903914208	Page 7 of 20 Pages

1	NAME OF REPORTING PERSON
	Old Bellows Partners LP

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
			7,500,000

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			7,500,000

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,500,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.8%

12	TYPE OF REPORTING PERSON
	PN

13G

CUSIP No. 903914208	Page 8 of 20 Pages

1	NAME OF REPORTING PERSON
	Old Bell Associates LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			7,500,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			7,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,500,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.8%

12	TYPE OF REPORTING PERSON
	OO

13G

CUSIP No. 903914208	Page 9 of 20 Pages

1	NAME OF REPORTING PERSON
	A. Dev Chodry

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			139,162

		6	SHARED VOTING POWER
			7,500,000

		7	SOLE DISPOSITIVE POWER
			139,162

		8	SHARED DISPOSITIVE POWER
			7,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,639,162

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.9%

12	TYPE OF REPORTING PERSON
	IN

13G

CUSIP No. 903914208	Page 10 of 20 Pages

1	NAME OF REPORTING PERSON
	Craig Effron

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			7,500,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			7,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,500,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.8%

12	TYPE OF REPORTING PERSON
	IN

13G

CUSIP No. 903914208	Page 11 of 20 Pages

1	NAME OF REPORTING PERSON
	Curtis Schenker

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			75,000

		6	SHARED VOTING POWER
			7,500,000

		7	SOLE DISPOSITIVE POWER
			75,000

		8	SHARED DISPOSITIVE POWER
			7,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,575,000

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.8%

12	TYPE OF REPORTING PERSON
	IN

Item 1(a).

Name of Issuer:

Ultra Petroleum Corp.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

400 North Sam Houston Parkway E., Suite 1200, Houston, Texas

Item 2(a).

Name of Persons Filing:

(i)	Scoggin International Fund, Ltd.

(ii)	Scoggin Worldwide Fund, Ltd.

(iii)

SB Special Situation Master Fund SPC – Portfolio F

(iv)	Scoggin Management LP

(v)	Scoggin GP LLC

(vi)	Old Bellows Partners LP

(vii)

Old Bell Associates LLC

(viii)

A. Dev Chodry

(ix)	Craig Effron

(x)	Curtis Schenker

(collectively, the “Reporting Persons” and each, a “Reporting Person”)

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Each of Scoggin International Fund, Ltd., Scoggin Worldwide Fund, Ltd. and SB Special Situation Master Fund SPC – Portfolio F has a business address at c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands.

Each of the other Reporting Persons has a business address at 660 Madison Avenue, New York, NY 10065.

Item 2(c).

Citizenship or Place of Organization:

(i)	Scoggin International Fund, Ltd.

Cayman Islands

(ii)	Scoggin Worldwide Fund, Ltd.

Cayman Islands

(iii)

SB Special Situation Master Fund SPC – Portfolio F

Cayman Islands

(iv)	Scoggin Management LP

Delaware

(v)	Scoggin GP LLC

Delaware

(vi)	Old Bellows Partners LP

Delaware

(vii)

Old Bell Associates LLC

New York

(viii)

A. Dev Chodry

USA

(ix)	Craig Effron

USA

(x)	Curtis Schenker

USA

Item 2(d).

Title of Class of Securities:

Common Shares

Item 2(e).

CUSIP Number:

903914208

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(i)	Scoggin International Fund, Ltd.¹

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%²

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

(ii)	Scoggin Worldwide Fund, Ltd.³

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

The investment manager of Scoggin International Fund, Ltd. is Scoggin Management LP. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.

²	Percentages are based on 197,053,583 shares of common stock outstanding as reported in the issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018.

The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.

(iii)

SB Special Situation Master Fund SPC – Portfolio F⁴

(a)

Amount beneficially owned: 7,500,000

(b)

Percent of class: 3.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 7,500,000

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 7,500,000

(iv)

Shared power to dispose or to direct the disposition of: 0

(iv)	Scoggin Management LP⁵

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

(v)	Scoggin GP LLC⁶

⁴

The investment manager of SB Special Situation Master Fund SPC – Portfolio F is Old Bellows Partners LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.

⁵

Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.

⁶

Scoggin GP LLC is the general partner of Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event Driven Strategies for Scoggin Management LP. Craig Effron and Curtis Schenker are the managing members of Scoggin GP LLC.

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

(vi)	Old Bellows Partners LP⁷

(a)

Amount beneficially owned: 7,500,000

(b)

Percent of class: 3.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 7,500,000

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 7,500,000

(iv)

Shared power to dispose or to direct the disposition of: 0

(vii)

Old Bell Associates LLC⁸

(a)

Amount beneficially owned: 7,500,000

(b)

Percent of class: 3.8%

⁷

Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. Craig Effron and Curtis Schenker are Co-Chief Investment Officer of Event Driven Strategies for Old Bellows Partners LP. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC.

⁸

Old Bell Associates LLC is the general partner of Old Bellows Partners LP. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F. Craig Effron and Curtis Schenker are Co-Chief Investment Officers of Event Driven Strategies for Old Bellows Partners LP.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 7,500,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 7,500,000

(viii)

A. Dev Chodry⁹

(a)

Amount beneficially owned: 7,639,162

(b)

Percent of class: 3.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 139,162

(ii)

Shared power to vote or to direct the vote: 7,500,000

(iii)

Sole power to dispose or to direct the disposition of: 139,162

(iv)

Shared power to dispose or to direct the disposition of: 7,500,000

(ix)	Craig Effron¹⁰

(a)

Amount beneficially owned: 7,500,000

(b)

Percent of class: 3.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

⁹

A. Dev Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. A. Dev Chodry is the managing member of Old Bell Associates LLC. Old Bell Associates LLC is the general partner of Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.

¹⁰

Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Craig Effron is a managing member of Scoggin GP LLC. Craig Effron is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.

(ii)

Shared power to vote or to direct the vote: 7,500,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 7,500,000

(x)	Curtis Schenker¹¹

(a)

Amount beneficially owned: 7,575,000

(b)

Percent of class: 3.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 75,000¹²

(ii)

Shared power to vote or to direct the vote: 7,500,000

(iii)

Sole power to dispose or to direct the disposition of: 75,000

(iv)

Shared power to dispose or to direct the disposition of: 7,500,000

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.

A person other than the Reporting Persons has the right to receive dividends from, or the proceeds from the sale of, such securities with respect to the 75,000 shares held in certain accounts as to which Curtis Schenker has discretionary authority.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

¹¹

Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Scoggin Management LP. Scoggin Management LP is the investment manager of Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Curtis Schenker is a managing member of Scoggin GP LLC. Curtis Schenker is a Co-Chief Investment Officer for Event Driven Strategies for Old Bellows Partners LP. Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd. and of SB Special Situation Master Fund SPC – Portfolio F.

¹²	Includes 75,000 shares held in accounts as to which Curtis Schenker has discretionary authority.

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the Reporting Person on whose behalf the undersigned is executing this statement is true, complete and correct.

Dated as of February 13, 2019	Scoggin International Fund, Ltd.

	By: Scoggin Management LP, as Investment Manager
	By: Scoggin GP LLC, its General Partner

	By: /s/ Craig Effron
	Name: Craig Effron
	Title: Managing Member

Dated as of February 13, 2019	Scoggin Worldwide Fund, Ltd.

	By: Old Bellows Partners LP, as Investment Manager
	By: Old Bell Associates LLC, its General Partner

	By: /s/ A. Dev Chodry
	Name: A. Dev Chodry
	Title: Managing Member

Dated as of February 13, 2019	SB Special Situation Master Fund SPC – Portfolio F

	By: Old Bellows Partners LP, as Investment Manager
	By: Old Bell Associates LLC, its General Partner

	By: /s/ A. Dev Chodry
	Name: A. Dev Chodry
	Title: Managing Member

Dated as of February 13, 2019	Scoggin Management LP

	By: Scoggin GP LLC, its General Partner

	By: /s/ Craig Effron
	Name: Craig Effron
	Title: Managing Member

Dated as of February 13, 2019	Scoggin GP LLC

	By: /s/ Craig Effron
	Name: Craig Effron
	Title: Managing Member

Dated as of February 13, 2019	Old Bellows Partners LP

	By: Old Bell Associates LLC, its General Partner

	By: /s/ A. Dev Chodry
	Name: A. Dev Chodry
	Title: Managing Member

Dated as of February 13, 2019	Old Bell Associates LLC

	By: /s/ A. Dev Chodry
	Name: A. Dev Chodry
	Title: Managing Member

Dated as of February 13, 2019	/s/ A. Dev Chodry
	A. Dev Chodry

Dated as of February 13, 2019	/s/ Craig Effron
	Craig Effron

Dated as of February 13, 2019	/s/ Curtis Schenker
	Curtis Schenker