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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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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. 3)*
Peabody Energy Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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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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o
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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 purposes 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).
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
Capital Ventures International
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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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o
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(b)
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o
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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
Cayman Islands
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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
17,810 (1)(2)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
17,810 (1)(2)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
CO
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP and, as such, may exercise voting and dispositive power over the shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively.
2
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
CVI Opportunities Fund I, LLLP
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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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o
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(b)
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o
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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
4,929,539 (1)(2)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
4,929,539 (1)(2)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
PN
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP and, as such, may exercise voting and dispositive power over the shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively.
3
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
CVI Opportunities Fund II, LLLP
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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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o
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(b)
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o
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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
1,187,690 (1)(2)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
1,187,690 (1)(2)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
PN
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP and, as such, may exercise voting and dispositive power over the shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively.
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
G1 Execution Services, LLC
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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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o
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(b)
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o
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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
Illinois
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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 (1)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
0 (1)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
BD, OO
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
5
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
Susquehanna Advisors Group, Inc.
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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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o
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(b)
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o
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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
Pennsylvania
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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 (1)(2)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
0 (1)(2)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
CO
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP and, as such, may exercise voting and dispositive power over the shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively.
6
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
Susquehanna Fundamental Investments, LLC
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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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o
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(b)
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o
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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
65,600 (1)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
65,600 (1)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
OO
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
7
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CUSIP No: 704551100
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(1)
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Names of Reporting Persons
Susquehanna Securities, LLC
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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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o
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(b)
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o
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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
43,471 (1)
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(6)
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Shared Voting Power
6,244,110 (1)
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(7)
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Sole Dispositive Power
43,471 (1)
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(8)
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Shared Dispositive Power
6,244,110 (1)
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,244,110 (1)
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
6.5%
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(12)
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Type of Reporting Person (See Instructions)
BD, OO
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(1) Susquehanna Securities, LLC and G1 Execution Services, LLC are affiliated independent broker-dealers which, together with Capital Ventures International, CVI Opportunities Fund I, LLLP, CVI Opportunities Fund II, LLLP, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
8
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Item 1.
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(a)
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Name of Issuer
Peabody Energy Corporation (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
701 Market Street, St. Louis, Missouri 63101
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Item 2(a).
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Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company, $0.01 par value per share (the “Shares”).
(i) Capital Ventures International
(ii) CVI Opportunities Fund I, LLLP
(iii) CVI Opportunities Fund II, LLLP
(iv) G1 Execution Services, LLC
(v) Susquehanna Advisors Group, Inc.
(vi) Susquehanna Fundamental Investments, LLC
(vii) Susquehanna Securities, LLC
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures International is:
P.O. Box 897
Windward 1, Regatta Office Park
West Bay Road
Grand Cayman, KY1-1103
Cayman Islands
The address of the principal business offices of each of CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP is:
One Commerce Center
1201 N. Orange Street
Suite 715
Wilmington, DE 19801
The address of the principal business office of G1 Execution Services, LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of Susquehanna Advisors Group, Inc., Susquehanna Fundamental Investments, LLC and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
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Item 2(c).
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Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 2(d)
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Title of Class of Securities
Common stock, $0.01 par value per share
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Item 2(e)
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CUSIP Number
704551100
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Item 3.
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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:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________
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9
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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The information required by Items 4(a) — (c) is set forth in Rows 5 — 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 11,100 Shares.
The Company’s Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission on November 5, 2019, indicates that there were 96,800,000 Shares outstanding as of November 1, 2019.
Susquehanna Advisors Group, Inc., which serves as the investment manager to Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International, CVI Opportunities Fund I, LLLP and CVI Opportunities Fund II, LLLP, respectively. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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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 five percent of the class of securities, check the following: o
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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.
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10
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 10, 2020
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CAPITAL VENTURES INTERNATIONAL
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CVI OPPORTUNITIES FUND I, LLLP
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By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which was previously filed
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By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which was previously filed
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By:
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/s/ Brian Sopinsky
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Assistant Secretary
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Title:
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Assistant Secretary
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CVI OPPORTUNITIES FUND II, LLLP
By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney, a copy of which was previously filed
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G1 EXECUTION SERVICES, LLC
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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By:
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/s/ Brian Sopinsky
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Title:
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Secretary
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Name:
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Brian Sopinsky
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Title:
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Assistant Secretary
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SUSQUEHANNA ADVISORS GROUP, INC.
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SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC
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By:
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/s/ Brian Sopinsky
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Assistant Secretary
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Title:
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Assistant Secretary
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SUSQUEHANNA SECURITIES, LLC
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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11
EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION
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I
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Limited Power of Attorney for Capital Ventures International *
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II
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Limited Power of Attorney for CVI Opportunities Fund I, LLLP*
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III
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Limited Power of Attorney for CVI Opportunities Fund II, LLLP*
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IV
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Joint Filing Agreement
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*Previously Filed
12
EXHIBIT IV
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of Peabody Energy Corporation, $0.01 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 10, 2020
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CAPITAL VENTURES INTERNATIONAL
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CVI OPPORTUNITIES FUND I, LLLP
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By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney
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By: Susquehanna Advisors Group, Inc., pursuant to a Limited Power of Attorney
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By:
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/s/ Brian Sopinsky
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Assistant Secretary
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Title:
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Assistant Secretary
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CVI OPPORTUNITIES FUND II, LLLP
By: Susquehanna Advisors Group, Inc., pursuant to a
Limited Power of Attorney
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G1 EXECUTION SERVICES, LLC
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By:
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/s/ Brian Sopinsky
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|
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Name:
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Brian Sopinsky
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By:
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/s/ Brian Sopinsky
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Title:
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Secretary
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Name:
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Brian Sopinsky
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Title:
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Assistant Secretary
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SUSQUEHANNA ADVISORS GROUP, INC.
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SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC
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By:
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/s/ Brian Sopinsky
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Assistant Secretary
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Title:
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Assistant Secretary
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SUSQUEHANNA SECURITIES
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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