SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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.
(Amendment No. 2)*
Alpha Natural Resources, Inc. |
(Name of Issuer) |
Common Stock, $0.01 par value per share |
(Title of Class of Securities) |
02076X102 |
(CUSIP Number) |
December
31, 2014 |
(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)
X 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).
(1) |
Names of Reporting Persons |
STEELHEAD PARTNERS, LLC |
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(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 |
22,053,100 |
(6) |
Shared Voting Power |
0 |
(7) |
Sole Dispositive Power |
22,053,100 |
(8) |
Shared Dispositive Power |
0 |
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
22,053,100 |
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
|
(11) |
Percent of Class Represented by Amount in Row (9) |
10.0% |
(12) |
Type of Reporting Person (See Instructions) |
IA |
|
|
|
|
|
|
|
(1) |
Names of Reporting Persons |
JAMES MICHAEL JOHNSTON |
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(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 |
22,053,100 |
(7) |
Sole Dispositive Power |
0 |
(8) |
Shared Dispositive Power |
22,053,100 |
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
22,053,100 |
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
|
(11) |
Percent of Class Represented by Amount in Row (9) |
10.0% |
(12) |
Type of Reporting Person (See Instructions) |
IN/HC |
|
|
|
|
|
|
|
(1) |
Names of Reporting Persons |
BRIAN KATZ KLEIN |
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(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 |
22,053,100 |
(7) |
Sole Dispositive Power |
0 |
(8) |
Shared Dispositive Power |
22,053,100 |
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
22,053,100 |
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
|
(11) |
Percent of Class Represented by Amount in Row (9) |
10.0% |
(12) |
Type of Reporting Person (See Instructions) |
IN/HC |
|
|
|
|
|
|
|
(1) |
Names of Reporting Persons |
STEELHEAD
NAVIGATOR MASTER, L.P. |
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(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 |
21,401,400 |
(6) |
Shared Voting Power |
0 |
(7) |
Sole Dispositive Power |
21,401,400 |
(8) |
Shared Dispositive Power |
0 |
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
21,401,400 |
(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
|
(11) |
Percent of Class Represented by Amount in Row (9) |
9.7% |
(12) |
Type of Reporting Person (See Instructions) |
PN |
|
|
|
|
|
|
|
Item 1(a). Name of Issuer:
Alpha Natural Resources, Inc.
Item 1(b). Address of Issuer’s
Principal Executive Offices:
One Alpha Place
P.O. Box 16429
Bristol, VA 24209
Item 2(a). Names of Persons
Filing:
Steelhead Partners, LLC (“Steelhead”)
James Michael Johnston
Brian Katz Klein
Steelhead Navigator Master, L.P.
(“Steelhead Navigator”)
Item 2(b). Address of Principal
Business Office or, if None, Residence:
The principal business office of each
reporting person, other than Steelhead Navigator, is:
333 108th Avenue NE, Suite 2010
Bellevue, WA 98004
The principal business office of Steelhead
Navigator is:
c/o Maples Corporate Services Limited
P.O. Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Item 2(c). Citizenship:
Reference is made to Item 4 of pages
2 - 5 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.
Item 2(d). Title of Class
of Securities:
Common Stock, $0.01 par value per share.
Item 2(e). CUSIP Number:
02076X102
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).
X (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);
X (g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations 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 of 1940 (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)(J).
If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________
Item 4. Ownership.
Reference is hereby made to Items 5-9
and 11 of pages 2 - 5 of this Schedule, which Items are incorporated by reference herein.
As of December 31, 2014,
Steelhead is the beneficial owner of 22,053,100 shares and Steelhead Navigator is the beneficial owner of 21,401,400 shares of the issuer’s voting common
stock (the “Securities”).
The Securities are held by and for
the benefit of Steelhead Navigator and another client account. Steelhead, as the investment manager of Steelhead Navigator
and the other client account, and as the sole member of Steelhead Navigator’s general partner, and each of J. Michael
Johnston and Brian K. Klein, as the member-managers of Steelhead, may be deemed to beneficially own the Securities held by
Steelhead Navigator and such other client accounts for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934
(the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of
those Securities.
Neither the filing of this Schedule
nor any of its contents shall be deemed to constitute an admission that any of Steelhead, Mr. Johnston or Mr. Klein is, for any
other purpose, the beneficial owner of any of the Securities, and each of Steelhead, Mr. Johnston and Mr. Klein disclaims beneficial
ownership as to the Securities, except to the extent of his or its pecuniary interests therein.
Under the definition of “beneficial
ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and
members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar
as they may be deemed to share the power to direct the voting or disposition of such Securities. Neither the filing of this Schedule
nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial
owner of any of the Securities, and such beneficial ownership is expressly disclaimed.
The calculation of percentage
of beneficial ownership in Item 11 of pages 2 - 5 of this Schedule was derived from the issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014, in which the issuer stated that the number
of shares of its common stock outstanding as of October 31, 2014 was 221,571,545 shares. It should be noted that while,
in accordance with the instructions for completing Schedule 13G, the percentage ownership of Steelhead (and each of
J. Michael Johnston and Brian K. Klein) has been rounded up and reported as 10.0%, the actual percentage ownership is less than
10% (i.e., approximately 9.95%).
Item 5. Ownership of Five
Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More
Than Five Percent on Behalf of Another Person.
Steelhead is the investment
manager of Steelhead Navigator and the other client account that beneficially hold the Securities and, in that capacity, has
been granted the authority to dispose of and vote the Securities held by those accounts. Steelhead Navigator and the other client account have the right to
receive (or the power to direct the receipt of) dividends received in connection with ownership of the Securities and the
proceeds from the sale of the Securities. The only client whose holdings exceed five percent of the outstanding shares of
common stock is Steelhead Navigator.
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.
Not applicable.
Item 9. Notice of Dissolution
of Group.
Not applicable.
Item 10. Certifications.
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.
Dated: February 17, 2015 |
STEELHEAD PARTNERS, LLC
By: /s/ Brent E. Binge
Brent E. Binge, General Counsel
|
|
JAMES MICHAEL JOHNSTON
/s/ Brent E. Binge
Brent E. Binge, Attorney-In-Fact for James Michael
Johnston
|
|
BRIAN KATZ KLEIN
/s/ Brent E. Binge
Brent E. Binge, Attorney-In-Fact for Brian Katz Klein
|
|
STEELHEAD NAVIGATOR MASTER, L.P., by Steelhead Partners, LLC, its
investment manager
/s/ Brent E. Binge
Brent E. Binge, General Counsel |
EXHIBIT LIST
Exhibit A Joint Filing
Undertaking
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on
behalf of each of such parties.
Dated: February 17, 2015 |
STEELHEAD PARTNERS, LLC
By: /s/ Brent E. Binge
Brent E. Binge, General Counsel
|
|
JAMES MICHAEL JOHNSTON
/s/ Brent E. Binge
Brent E. Binge, Attorney-In-Fact for James Michael Johnston
|
|
BRIAN KATZ KLEIN
/s/ Brent E. Binge
Brent E. Binge, Attorney-In-Fact for Brian Katz Klein
|
|
STEELHEAD NAVIGATOR MASTER, L.P., by Steelhead
Partners, LLC, its investment manager
By: /s/ Brent E. Binge
Brent E. Binge, General Counsel |