Green Plains Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 tm216579d5_sc13g.htm SC 13G/A

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G/A

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Under the Securities Exchange Act of 1934
(Amendment
No. 2)*

| Green

Plains Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
393222104
(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 13G is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 7 Pages)

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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)

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CUSIP No. 393222104 13G/A Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS Rubric Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,056,330 shares of Common Stock
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,056,330 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,056,330 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.96%
12	TYPE OF REPORTING PERSON PN, IA

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CUSIP No. 393222104 13G/A Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS David Rosen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,056,330 shares of Common Stock
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,056,330 shares of Common Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,056,330 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.96%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 393222104 13G/A Page 4 of 7 Pages

Item 1(a).
The name of the issuer is Green Plains Inc. (the " Issuer ").

Item 1(b).
The Issuer's principal executive offices are located at 1811
Aksarben Drive, Omaha, NE 68106.

Item 2(a).
This statement is filed by:
(i)	Rubric Capital Management LP (" Rubric Capital "), the investment adviser to certain investment funds and/or accounts (collectively, the " Rubric Funds ") that hold the shares of Common Stock (as defined in Item 2(d) below) reported herein; and
(ii)	David Rosen (" Mr. Rosen "), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

Item 2(b).
The address of the principal business office of each of the
Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.

Item 2(c).
Rubric Capital is a Delaware limited partnership. Mr. Rosen
is a citizen of the United States of America.

Item 2(d).
Common stock, $0.001 par value per share (the " Common Stock ").

Item 2(e).
393222104

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CUSIP No. 393222104 13G/A Page 5 of 7 Pages

Item 3. — (a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	x	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 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 Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
The information required by Items 4(a) - (c) is set forth in
Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover page for each
of the Reporting Persons is based on the 35,658,284 shares of Common Stock outstanding
as of November 2, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2020 filed with the Securities and Exchange Commission on November 6, 2020.

Item 5.
If this statement is being filed to report the fact that as
of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: x

Item 6.
See Item 2.

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CUSIP No. 393222104 13G/A Page 6 of 7 Pages

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below the Reporting Person certifies that, to the best of its 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.

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CUSIP No. 393222104 13G/A Page 7 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED:February 12, 2021
RUBRIC CAPITAL MANAGEMENT LP
By:	/s/
Michael Nachmani
Name: Michael Nachmani
Title: Chief Operating Officer
/s/ David Rosen
DAVID ROSEN

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