Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Alon USA Energy, Inc.
(Name of Issuer)
Common stock, par value $0.01
(Title of Class of Securities)
020520102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this
Statement)
Check the following box to designate the rule pursuant to which
the Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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).
CUSIP No.
020520102
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Kalon Portfolios, L.L.C.
27-1490745
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
1,198,104
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
1,198,104
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,104
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
1.7%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No.
020520102
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Heliant Manager, L.L.C.
27-1289787
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
1,198,104
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
1,198,104
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,104
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
1.7%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No.
020520102
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw Heliant Adviser, L.L.C.
27-1289715
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
1,198,104
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
1,198,104
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,104
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
1.7%
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12.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No.
020520102
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.L.C.
13-3799946
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
1,198,104
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
1,198,104
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,104
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
1.7%
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No.
020520102
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
1,198,387
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
1,198,387
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,387
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
1.7%
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12.
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Type of Reporting Person (See Instructions)
IA, PN
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CUSIP No.
020520102
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David E. Shaw
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
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Sole Voting Power
-0-
|
|
|
|
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6.
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Shared Voting Power
1,198,387
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7.
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Sole Dispositive Power
-0-
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|
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8.
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Shared Dispositive Power
1,198,387
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,387
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
|
|
|
11.
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Percent of Class Represented by Amount in Row (9)
1.7%
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12.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer
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Alon USA Energy, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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12700 Park Central Dr., Suite 1600
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Dallas, Texas 75251
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Item 2.
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(a)
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Name of Person Filing
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D. E. Shaw Kalon Portfolios, L.L.C.
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D. E. Shaw Heliant Manager, L.L.C.
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D. E. Shaw Heliant Adviser, L.L.C.
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D. E. Shaw & Co., L.L.C.
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D. E. Shaw & Co., L.P.
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David E. Shaw
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(b)
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Address of Principal Business Office or, if none, Residence
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The business address for each reporting person is:
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1166 Avenue of the Americas, 9
th
Floor
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New York, NY 10036
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(c)
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Citizenship
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D. E. Shaw Kalon Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
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D. E. Shaw Heliant Manager, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
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D. E. Shaw Heliant Adviser, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
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D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
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D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
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David E. Shaw is a citizen of the United States of America.
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(d)
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Title of Class of Securities
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Common stock, par value $0.01
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(e)
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CUSIP Number
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020520102
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b)
or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
As of December 31, 2016:
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(a)
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Amount beneficially owned:
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D. E. Shaw Kalon Portfolios, L.L.C.:
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1,198,104 shares
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D. E. Shaw Heliant Manager, L.L.C.:
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1,198,104 shares
This is composed of 1,198,104 shares in the name of D. E. Shaw Kalon
Portfolios, L.L.C.
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D. E. Shaw Heliant Adviser, L.L.C.:
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1,198,104 shares
This is composed of 1,198,104 shares in the name of D. E. Shaw Kalon
Portfolios, L.L.C.
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|
|
|
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D. E. Shaw & Co., L.L.C.:
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1,198,104 shares
This is composed of 1,198,104 shares in the name of D. E. Shaw Kalon
Portfolios, L.L.C.
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|
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D. E. Shaw & Co., L.P.:
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1,198,387 shares
This is composed of (i) 1,198,104 shares in the name of D. E. Shaw
Kalon Portfolios, L.L.C. and (ii) 283 shares in the name of D. E. Shaw Valence Portfolios, L.L.C.
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David E. Shaw:
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1,198,387 shares
This is composed of (i) 1,198,104 shares in the name of D. E. Shaw
Kalon Portfolios, L.L.C. and (ii) 283 shares in the name of D. E. Shaw Valence Portfolios, L.L.C.
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D. E. Shaw Kalon Portfolios, L.L.C.:
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1.7%
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D. E. Shaw Heliant Manager, L.L.C.:
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1.7%
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D. E. Shaw Heliant Adviser, L.L.C.:
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1.7%
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D. E. Shaw & Co., L.L.C.:
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1.7%
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D. E. Shaw & Co., L.P.:
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1.7%
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David E. Shaw:
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1.7%
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(c)
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Number of shares to which
the person has:
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(i)
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Sole power to vote or to
direct the vote:
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D. E. Shaw Kalon Portfolios, L.L.C.:
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-0- shares
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D. E. Shaw Heliant Manager, L.L.C.:
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-0- shares
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D. E. Shaw Heliant Adviser, L.L.C.:
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-0- shares
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D. E. Shaw & Co., L.L.C.:
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-0- shares
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D. E. Shaw & Co., L.P.:
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-0- shares
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David E. Shaw:
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-0- shares
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(ii)
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Shared power to vote or to
direct the vote:
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D. E. Shaw Kalon Portfolios, L.L.C.:
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1,198,104 shares
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D. E. Shaw Heliant Manager, L.L.C.:
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1,198,104 shares
|
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D. E. Shaw Heliant Adviser, L.L.C.:
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1,198,104 shares
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D. E. Shaw & Co., L.L.C.:
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1,198,104 shares
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D. E. Shaw & Co., L.P.:
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1,198,387 shares
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David E. Shaw:
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1,198,387 shares
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(iii)
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Sole power to dispose or
to direct the disposition of:
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D. E. Shaw Kalon Portfolios, L.L.C.:
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-0- shares
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D. E. Shaw Heliant Manager, L.L.C.:
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-0- shares
|
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D. E. Shaw Heliant Adviser, L.L.C.:
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-0- shares
|
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D. E. Shaw & Co., L.L.C.:
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-0- shares
|
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D. E. Shaw & Co., L.P.:
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-0- shares
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David E. Shaw:
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-0- shares
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(iv)
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Shared power to dispose or
to direct the disposition of:
|
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D. E. Shaw Kalon Portfolios, L.L.C.:
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1,198,104 shares
|
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D. E. Shaw Heliant Manager, L.L.C.:
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1,198,104 shares
|
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D. E. Shaw Heliant Adviser, L.L.C.:
|
1,198,104 shares
|
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D. E. Shaw & Co., L.L.C.:
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1,198,104 shares
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D. E. Shaw & Co., L.P.:
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1,198,387 shares
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David E. Shaw:
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1,198,387 shares
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David E. Shaw does not own any shares directly. By virtue of David
E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E.
Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and the managing
member of D. E. Shaw Heliant Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Kalon Portfolios, L.L.C., and
by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing
member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Heliant Manager, L.L.C., which
in turn is the manager of D. E. Shaw Kalon Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or
direct the vote of, and the shared power to dispose or direct the disposition of, the 1,198,387 shares as described above constituting
1.7% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw
disclaims beneficial ownership of such 1,198,387 shares.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 5 percent of the class of securities, check
the following
x
.
|
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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Not Applicable
|
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the
Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
By signing below, each of D. E. Shaw Kalon Portfolios, L.L.C., D.
E. Shaw Heliant Manager, L.L.C., D. E. Shaw Heliant Adviser, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw &
Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s 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
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney,
dated January 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.
Dated: February 14, 2017
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D. E. Shaw Kalon Portfolios, L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Authorized Signatory
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D. E. Shaw Heliant Manager, L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Authorized Signatory
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D. E. Shaw Heliant Adviser, L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Chief Compliance Officer
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D. E. Shaw & Co., L.L.C.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Authorized Signatory
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D. E. Shaw & Co., L.P.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Chief Compliance Officer
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David E. Shaw
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Attorney-in-Fact for David E. Shaw
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