CUSIP No: 704551100
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. 4)*
Peabody Energy Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
704551100
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
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 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).
CUSIP No: 704551100
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(1)
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NAMES OF REPORTING PERSONS
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Capital Ventures International
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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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
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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
6,614,711 (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
6,614,711 (1)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11) Percent of Class Represented by Amount in Row (9)
6.8%
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(12) 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.
CUSIP No: 704551100
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(1)
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NAMES OF REPORTING PERSONS
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CVI Opportunities Fund I, LLLP
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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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
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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
6,614,711 (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
6,614,711 (1)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11) Percent of Class Represented by Amount in Row (9)
6.8%
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(12) 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.
CUSIP No: 704551100
|
(1)
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NAMES OF REPORTING PERSONS
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CVI Opportunities Fund II, LLLP
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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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
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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
6,614,711 (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
6,614,711 (1)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11) Percent of Class Represented by Amount in Row (9)
6.8%
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(12) 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.
CUSIP No: 704551100
|
(1)
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NAMES OF REPORTING PERSONS
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G1 Execution Services, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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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
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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
12,952 (1)
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(6)
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Shared Voting Power
6,614,711 (1)
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(7)
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Sole Dispositive Power
12,952 (1)
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(8)
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Shared Dispositive Power
6,614,711 (1)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11) Percent of Class Represented by Amount in Row (9)
6.8%
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(12) 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.
CUSIP No: 704551100
|
(1)
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NAMES OF REPORTING PERSONS
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Susquehanna Advisors Group, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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|
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
6,614,711 (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
6,614,711 (1)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
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(10) Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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(11) Percent of Class Represented by Amount in Row (9)
6.8%
|
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(12) Type of Reporting Person (See Instructions)
CO
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|
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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.
CUSIP No: 704551100
(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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¨
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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
130,739 (1)
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(6)
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Shared Voting Power
6,614,711 (1)
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(7)
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Sole Dispositive Power
130,739 (1)
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(8)
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Shared Dispositive Power
6,614,711 (1)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
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|
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
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(11) Percent of Class Represented by Amount in Row (9)
6.8%
|
|
|
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(12) 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.
CUSIP No: 704551100
|
(1)
|
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)
|
(a) ¨
|
(b) ¨
|
|
|
(3)
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SEC USE ONLY
|
|
|
(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
335,981 (1)
|
|
(6)
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Shared Voting Power
6,614,711 (1)
|
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(7)
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Sole Dispositive Power
335,981 (1)
|
|
(8)
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Shared Dispositive Power
6,614,711 (1)
|
|
|
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,614,711 (1)
|
|
|
|
(10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
|
|
(11) Percent of Class Represented by Amount in Row (9)
6.8%
|
|
|
|
(12) Type of Reporting Person (See Instructions)
BD, OO
|
|
|
|
|
|
|
(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.
CUSIP No: 704551100
Item 1.
Peabody Energy Corporation (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
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701 Market Street, St. Louis, Missouri 63101
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Item 2(a).
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Name of Person Filing
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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”).
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(i)
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Capital Ventures International
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(ii)
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CVI Opportunities Fund I, LLLP
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(iii)
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CVI Opportunities Fund II, LLLP
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(iv)
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G1 Execution Services, LLC
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(v)
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Susquehanna Advisors Group, Inc.
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(vi)
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Susquehanna Fundamental Investments, LLC
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(vii)
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Susquehanna Securities, LLC
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Item 2(b).
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Address of Principal Business Office or, if none,
Residence
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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:
251 Little Falls Drive
Wilmington, DE 19808
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
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.
CUSIP No: 704551100
|
Item 2(d)
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Title of Class of Securities
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Common stock, $0.01 par value per share
704551100
|
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) ¨ Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) ¨
Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in
accordance with
§240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of
the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of
the Investment Company Act 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 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: _________
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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 287,400 Shares.
The Company’s Quarterly Report on Form 10-Q,
filed with the United States Securities and Exchange Commission on November 9, 2020, indicates that there were 97,800,000
Shares outstanding as of November 2, 2020.
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.
CUSIP No: 704551100
|
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: ¨
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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
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 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.
CUSIP No: 704551100
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, 2021
CAPITAL
VENTURES INTERNATIONAL
|
|
CVI Opportunities
Fund I, LLLP
|
By: Susquehanna Advisors Group, Inc.,
pursuant to a
Limited Power of Attorney, a copy of which was previously
filed
|
|
By:
Susquehanna Advisors Group, Inc., pursuant to a
Limited
Power of Attorney, a copy of which was previously
filed
|
|
|
|
By:
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/s/ Brian Sopinsky
|
|
By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
|
|
Name:
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Brian Sopinsky
|
Title:
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Assistant Secretary
|
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Title:
|
Assistant Secretary
|
|
|
|
CVI Opportunities
Fund II, LLLP
|
|
G1 EXECUTION SERVICES, LLC
|
By: Susquehanna Advisors Group, Inc.,
pursuant to a
|
|
|
Limited Power of Attorney, a copy
of which was previously filed
|
|
By:
|
/s/ Brian Sopinsky
|
|
|
Name:
|
Brian Sopinsky
|
By:
|
/s/ Brian Sopinsky
|
|
Title:
|
Secretary
|
Name:
|
Brian Sopinsky
|
|
|
Title:
|
Assistant Secretary
|
|
|
|
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Susquehanna
Advisors Group, INC.
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|
SUSQUEHANNA FUNDAMENTAL INVESTMENTS,
LLC
|
|
|
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By:
|
/s/ Brian Sopinsky
|
|
By:
|
/s/ Brian Sopinsky
|
Name:
|
Brian Sopinsky
|
|
Name:
|
Brian Sopinsky
|
Title:
|
Assistant Secretary
|
|
Title:
|
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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CUSIP No: 704551100
EXHIBIT INDEX
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