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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Two Harbors Investment Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90187B101
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Advisors, LLC | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
5,800,181 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
5,800,181 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
5,800,181 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
3.3% (See item 4) | |||||
| (12) |
Type of reporting person*
IA | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 2 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Advisors, LLC | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
2,226,844 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,226,844 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,226,844 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.3% (See item 4) | |||||
| (12) |
Type of reporting person*
IA | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 3 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Partners, L.P. | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,226,844 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,226,844 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,226,844 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.3% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 4 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
2,226,844 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,226,844 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,226,844 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.3% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 5 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Multi-Strategy Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,226,844 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,226,844 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,226,844 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.3% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 6 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox L/S Equity Advisors, LLC | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
52,562 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
52,562 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
52,562 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.0% (See item 4) | |||||
| (12) |
Type of reporting person*
IA | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 7 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox L/S Equity Partners LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
52,562 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
52,562 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
52,562 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.0% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 8 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox L/S Equity Fund LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
52,562 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
52,562 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
52,562 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.0% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 9 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox L/S Equity Fund Ltd. | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
52,562 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
52,562 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
52,562 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.0% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 10 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Advisors, LLC | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
623,942 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
623,942 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
623,942 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.4% (See item 4) | |||||
| (12) |
Type of reporting person*
IA | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 11 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Partners LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
623,942 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
623,942 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
623,942 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.4% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 12 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Fund, LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
623,942 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
623,942 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
623,942 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.4% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 13 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Pandora Select Fund, Ltd | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
623,942 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
623,942 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
623,942 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.4% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 14 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Asymmetric Advisors, LLC | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
2,831,858 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,831,858 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,831,858 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.6% (See item 4) | |||||
| (12) |
Type of reporting person*
IA | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 15 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Asymmetric Partners LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
2,831,858 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,831,858 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,831,858 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.6% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 16 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Asymmetric Opportunities Fund, LP | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
2,831,858 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,831,858 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,831,858 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.6% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 17 of 25
| CUSIP No. 90187B101 | 13G |
| (1) |
Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Asymmetric Opportunities Fund, Ltd | |||||
| (2) | Check the appropriate box if a member of a group*
(a) ¨
(b) x | |||||
| (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
2,831,858 (See item 4) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,831,858 (See item 4) | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
2,831,858 (See item 4) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares*
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.6% (See item 4) | |||||
| (12) |
Type of reporting person*
PN | |||||
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 18 of 25
| CUSIP No. 90187B101 | 13G |
| Item 1. |
| (a) | Name of Issuer |
Two Harbors Investment Corporation
| (b) | Address of Issuer’s Principal Executive Offices |
601 Carlson Parkway, Suite 330
Minneapolis, MN 55305
| Item 2. |
| (a) | Name of Person Filing |
This statement is filed by:
| (i) | Whitebox Advisors, LLC, a Delaware limited liability company (“WA”); |
| (ii) | Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (“WMSA”); |
| (iii) | Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (“WMSP”); |
| (iv) | Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (“WMSFLP”); |
| (v) | Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (“WMSFLTD”); |
| (vi) | Whitebox L/S Equity Advisors, LLC, a Delaware limited liability company (“WLSEA”); |
| (vii) | Whitebox L/S Equity Partners, L.P., a British Virgin Islands limited partnership (“WLSEP”); |
| (viii) | Whitebox L/S Equity Fund, L.P., a Delaware limited partnership (“WLSEFLP”); |
| (ix) | Whitebox L/S Equity Fund, Ltd., a British Virgin Islands international business company (“WLSEFLTD”); |
| (x) | Pandora Select Advisors, LLC, a Delaware limited liability company (“PSA”); |
| (xi) | Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“PSP”); |
| (xii) | Pandora Select Fund, L.P., a Delaware limited partnership (“PSFLP”); |
| (xiii) | Pandora Select Fund, Ltd., a British Virgin Islands international business company (“PSFLTD”); |
| (xiv) | Whitebox Asymmetric Advisors, LLC, a Delaware limited liability company (“WAA”); |
| (xv) | Whitebox Asymmetric Partners, L.P., a Cayman Islands limited partnership (“WAP”); |
| (xvi) | Whitebox Asymmetric Opportunities Fund, L.P., a Delaware limited partnership (“WAFLP”); |
| (xvii) | Whitebox Asymmetric Opportunities Fund, Ltd., a Cayman Islands business company (“WAFLTD”); |
| (xviii) | HFR RVA Combined Master Trust, a Bermuda limited partnership (“HFR”); |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 19 of 25
| CUSIP No. 90187B101 | 13G |
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the business office of WA, WMSA, WMSFLP, WLSEA, WLSEFLP, PSA, PSFLP, WAA, and WAFLP is:
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
The address of the business office of WMSP, WMSFLTD, WLSEP, WLSEFLTD, PSP, and PSFLTS is:
Trident Chambers, P.O. Box 146
Waterfront Drive, Wickhams Cay
Road Town, Tortola, British Virgin Islands
The address of the business office of WAP, and WAFLTD is:
Trident Trust Company (Cayman) Limited
One Capital Place, 4th Floor, P.O. Box 847GT
Grand Cayman, Cayman Islands, B.W.I.
The address of the business office of HFR is:
HFR RVA Combined Master Trust
65 Front Street
Hamilton, HM 11, Bermuda
| (c) | Citizenship |
WA, WMSA, WMSFLP, WLSEA, WLSEFLP, PSA, PSFLP, WAA, and WAFLP are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WLSEP, WLSEFLTD, PSP, and PSFLTS are organized under the laws of the British Virgin Islands; and WAP, and WAFLTD are organized under the laws of the Cayman Islands; HFR is organized under the laws of Bermuda.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
90187B101
| 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. |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act. |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940. |
** SEE INSTRUCTION BEFORE FILLING OUT **
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| CUSIP No. 90187B101 | 13G |
| (e) | x 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. |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the |
| Investment | Company Act of 1940. |
| (j) | ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned |
WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 5,800,181 shares of Common Stock of the Company.
WMSA, is deemed to beneficially own 2,226,844 Shares of Common Stock of the company.
WMSP is deemed to beneficially own 2,226,844 shares of Common Stock as a result of its ownership of Warrants and Common Stock of the company
WMSFLP is deemed to beneficially own 2,226,844 shares of Common Stock as a result of its indirect ownership of Warrants and Common Stock of the company
WMSFLTD is deemed to beneficially own 2,226,844 shares of Common Stock as a result of its indirect ownership of Warrants and Common Stock of the company
WLSEA is deemed to beneficially own 52,562 shares of Common Stock of the company.
WLSEP is deemed to beneficially own 52,562 shares of Common Stock as a result of its ownership of Common Stock of the company
WLSEFLP is deemed to beneficially own 52,562 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
WLSEFLTD is deemed to beneficially own 52,562 shares of Common Stock as a result of its indirect ownership Of Common Stock of the company
PSA, is deemed to beneficially own 623,942 Shares of Common Stock of the company.
PSP is deemed to beneficially own 623,942 shares of Common Stock as a result of its ownership of Warrants and Common Stock of the company
PSFLP is deemed to beneficially own 623,942 shares of Common Stock as a result of its indirect ownership of Warrants and Common Stock of the company
PSFLTD is deemed to beneficially own 623,942 shares of Common Stock as a result of its indirect ownership of Warrants and Common Stock of the company
WAA is deemed to beneficially own 2,831,858 Shares of Common Stock of the company.
** SEE INSTRUCTION BEFORE FILLING OUT **
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| CUSIP No. 90187B101 | 13G |
WAP is deemed to beneficially own 2,831,858 shares of Common Stock as a result of its ownership of Warrants and Common Stock of the company
WAFLP is deemed to beneficially own 2,831,858 shares of Common Stock as a result of its indirect ownership of Warrants and Common Stock of the company
WAFLTD is deemed to beneficially own 2,831,858 shares of Common Stock as a result of its indirect ownership of Warrants and Common Stock of the company
HFR, is deemed to beneficially own 64,975 Shares of Common Stock as a result of its ownership of Common Stock of the company
As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP, WMSFLTD, WLSEA, WLSEFLP,WLSEFLTD,PSA, PSFLP, PSFLTD, WAA, WAFLP, and WAFLTD may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP, WLSEP, PSP, WAP, and HFR.
WA, WMSA, WMSFLP, WMSFLTD, WLSEA, WLSEFLP,WLSEFLTD, PSA, PSFLP, PSFLTD, WAA, WAFLP, and WAFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such shares.*
Based on the relationships described herein, these entities may be deemed to constitute a “group” within the meaning Of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as
An admission that WA, WMSA, WMSP, WMSFLP, WMSFLTD, WLSEA, WLSEP, WLSEFLP,WLSEFLTD, PSA, PSP, PSFLP, PSFLTD, WAA, WAP, WAFLP, WAFLTD, and HFR are a group, Or have agreed to act as a group.*
| (b) | Percent of Class |
WA beneficially owns 3.3% of the company’s Common Stock.*
WMSA is deemed to beneficially own 1.3% of the company’s Common Stock
WMSP is deemed to beneficially own 1.3% of the company’s Common Stock
WMSFLP is deemed to beneficially own 1.3% of the company’s Common Stock
WMSFLTD is deemed to beneficially own 1.3% of the company’s Common Stock
WLSEA is deemed to beneficially own 0.0% of the company’s Common Stock
WLSEP is deemed to beneficially own 0.0% of the company’s Common Stock
WLSEFLP is deemed to beneficially own 0.0% of the company’s Common Stock
WLSEFLTD is deemed to beneficially own 0.0% of the company’s Common Stock
PSA is deemed to beneficially own 0.4% of the company’s Common Stock
PSP is deemed to beneficially own 0.4% of the company’s Common Stock
PSFLP is deemed to beneficially own 0.4% of the company’s Common Stock
PSFLTD is deemed to beneficially own 0.4% of the company’s Common Stock
** SEE INSTRUCTION BEFORE FILLING OUT **
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| CUSIP No. 90187B101 | 13G |
WAA is deemed to beneficially own 1.6 % of the company’s Common Stock
WAP is deemed to beneficially own 1.6 % of the company’s Common Stock
WAFLP is deemed to beneficially own 1.6 % of the company’s Common Stock
WAFLTD is deemed to beneficially own 1.6 % of the company’s Common Stock
HFR beneficially owns 0.0 % of the company’s Common Stock.*
The percentage of Common Stock reportedly owned by each entity herein is based on 174,597,000 shares of outstanding Common Stock of the Company, which is the total number of shares issued and outstanding on January 11, 2012.
| (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 |
WA has shared voting power with respect to 5,800,181 shares of the Issuer’s Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to 2,226,844 Shares of the Company’s Common Stock.
WLSEA, WLSEP, WLSEFLP, and WLSEFLTD have shared voting power with respect to 52,562 Shares of the Company’s Common Stock.
PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 623,942 Shares of the Company’s Common Stock.
WAA, WAP, WAFLP, AND WAFLTD have shared voting power with respect to 2,831,858 Shares of the Company’s Common Stock.
| (iii) | Sole power to dispose or to direct the disposition of |
0
| (iv) | Shared power to dispose or to direct the disposition of |
WA has shared voting power with respect to 5,800,181 shares of the Issuer’s Common Stock.
WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to 2,226,844 Shares of the Company’s Common Stock.
WLSEA, WLSEP, WLSEFLP, and WLSEFLTD have shared voting power with respect to 52,562 Shares of the Company’s Common Stock.
PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 623,942 Shares of the Company’s Common Stock.
WAA, WAP, WAFLP, AND WAFLTD have shared voting power with respect to 2,831,858 Shares of the Company’s Common Stock.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).
** SEE INSTRUCTION BEFORE FILLING OUT **
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| CUSIP No. 90187B101 | 13G |
| 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 x*.
Instruction. Dissolution of a group requires a response to this item.
| 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 or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
See Item 2
| Item 9. | Notice of Dissolution of Group |
Not Applicable
** SEE INSTRUCTION BEFORE FILLING OUT **
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| CUSIP No. 90187B101 | 13G |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| 02/14/12 |
| Date |
| /s/ Clint B. Semm |
| Signature |
| Clint B. Semm as Chief Financial Officer of Whitebox Advisors, LLC. |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
fb.us.1260302.03
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
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