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TERADYNE, INC — Major Shareholding Notification 2011
Feb 11, 2011
14837_mrq_2011-02-11_6bca417c-9500-4763-8b88-3411af4117f2.zip
Major Shareholding Notification
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SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Teradyne Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
880770102
(CUSIP Number)
December 31, 2010
(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)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
- The remainder of this cover page shall be filled out for a reporting persons 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Advisors,
LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 12,791,050 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 12,791,050 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 12,791,050 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.6% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* IA | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 2 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Multi-Strategy Advisors,
LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 5,795,799 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,795,799 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 5,795,799 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 3.0% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* IA | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 3 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Multi-Strategy Partners,
L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 5,795,799 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,795,799 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 5,795,799 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 3.0 % (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 4 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Multi-Strategy Fund,
L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 5,795,799 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,795,799 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 5,795,799 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 3.0% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 5 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Multi-Strategy Fund,
Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 5,795,799 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 5,795,799 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 5,795,799 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 3.0 % (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 6 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Concentrated Convertible
Arbitrage Advisors, LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 4,400,365 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,400,365 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,400,365 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.3% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* IA | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 7 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Concentrated Convertible
Arbitrage Partners, L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 4,400,365 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,400,365 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,400,365 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.3% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 8 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Concentrated Convertible
Arbitrage Fund, L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 4,400,365 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,400,365 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,400,365 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.3% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 9 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Concentrated Convertible
Arbitrage Fund, Ltd. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 4,400,365 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 4,400,365 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 4,400,365 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.3% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 10 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Pandora Select Advisors,
LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 1,552,511 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,552,511 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,552,511 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.8% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* IA | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 11 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Pandora Select Partners
LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,552,511 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,552,511 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,552,511 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.8% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 12 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Pandora Select Fund,
LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 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 0 |
| | 6 | SHARED VOTING POWER 1,552,511(See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,552,511 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,552,511 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.8% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 13 of 17
CUSIP No. 880770102 13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY). Pandora Select Fund,
Ltd | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION British Virgin
Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 1,552,511 (See item 4) |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 1,552,511 (See item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,552,511 (See
item 4) | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0.8% (See item
4) | |
| 12 | TYPE OF REPORTING
PERSON* PN | |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 14 of 17
CUSIP No. 880770102 13G
| Item 1. | (a) | Name of Issuer | |
|---|---|---|---|
| Teradyne Incorporated | |||
| (b) | Address of Issuers Principal Executive Offices | ||
| 600 RiverPark Drive North Reading, MA 01864 | |||
| Item 2. | (a) | Name of Person Filing | |
| This statement is filed by: | |||
| (i) | Whitebox Advisors, LLC, a Delaware limited liability company (WA); | ||
| (ii) | Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (WMSA); | ||
| (iii) | Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (WMSP); | ||
| (iv) | Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (WMSFLP); | ||
| (v) | Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (WMSFLTD); | ||
| (vi) | Whitebox Concentrated Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (WCCAA); | ||
| (vii) | Whitebox Concentrated Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (WCCAP); | ||
| (viii) | Whitebox Concentrated Convertible Arbitrage Fund , L.P., a Delaware limited partnership (WCCAFLP); | ||
| (ix) | Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (WCCAFLTD); | ||
| (x) | Pandora Select Advisors, LLC, a Delaware limited liability company (PSA); | ||
| (xi) | Pandora Select Partners, L.P., a British Virgin Islands limited partnership (PSP); | ||
| (xii) | Pandora Select Fund, L.P., a Delaware limited partnership (PSFLP); | ||
| (xiii) | Pandora Select Fund, Ltd., a British Virgin Islands international business company (PSFLTD); | ||
| (xiv) | HFR RVA Combined Master Trust, a Bermuda limited partnership (HFR); | ||
| (xv) | IAM Mini-Fund 14 Limited, a Cayman Islands Corporation (IAM); | ||
| (b) | Address of Principal Business Office or, if none, Residence | ||
| The address of the business office of WA, WMSA, WMSFLP, WCCAA, WCCAFLP, PSA, and PSFLP is: | |||
| 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | |||
| The address of the business office of WMSP, WMSFLTD, WCCAP, WCCAFLTD, PSP, and PSFLTD is: | |||
| Trident Chambers, P.O. Box 146 Waterfront Drive, Wickhams Cay Road Town, Tortola, British Virgin Islands | |||
| The address of the business office of HFR is: | |||
| HFR RVA Combined Master Trust 65 Front Street Hamilton, HM 11, Bermuda | |||
| The address of the business office of IAM is: | |||
| IAM Mini-Fund 14 Limited Boundary Hall, Cricket Square George Town, Grand Cayman, KY1-1102 Cayman Islands | |||
| (c) | Citizenship | ||
| WA, WMSA, WMSFLP, WCCAA, WCCAFLP, PSA, and PSFLP are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WCCAP, WCCAFLTD, PSP, and PSFLTD are organized | |||
| under the laws of the British Virgin Islands; and IAM is organized under the laws of the Cayman Islands; HFR is organized under the laws of Bermuda. | |||
| (d) | Title of Class of Securities | ||
| Common Stock | |||
| (e) | CUSIP Number | ||
| 880770102 | |||
| 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. | |
| (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 § 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. | |
| (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. | |
| (j) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 15 of 17
CUSIP No. 880770102 13G
| Item 4. | Ownership — (a) | Amount Beneficially Owned | |
|---|---|---|---|
| WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 12,791,050 shares of Common Stock of the Company. | |||
| WMSA, is deemed to beneficially own 5,795,799 Shares of Common Stock of the company. | |||
| WMSP is deemed to beneficially own 5,795,799 shares of Common Stock as a result of its ownership of Convertible Bonds of the company | |||
| WMSFLP is deemed to beneficially own 5,795,799 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company | |||
| WMSFLTD is deemed to beneficially own 5,795,799 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company | |||
| WCCAA, is deemed to beneficially own 4,400,365 Shares of Common Stock of the company. | |||
| WCCAP is deemed to beneficially own 4,400,365 shares of Common Stock as a result of its ownership of Convertible Bonds of the company | |||
| WCCAFLP is deemed to beneficially own 4,400,365 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company | |||
| WCCAFLTD is deemed to beneficially own 4,400,365 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company | |||
| PSA, is deemed to beneficially own 1,552,511 Shares of Common Stock of the company. | |||
| PSP is deemed to beneficially own 1,552,511 shares of Common Stock as a result of its ownership of Convertible Bonds of the company | |||
| PSFLP is deemed to beneficially own 1,552,511 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company | |||
| PSFLTD is deemed to beneficially own 1,552,511 shares of Common Stock as a result of its indirect ownership of Convertible Bonds of the company | |||
| HFR, is deemed to beneficially own 505,753 Shares of Common Stock as a result of its ownership of Convertible Bonds of the company | |||
| IAM, is deemed to beneficially own 536,621 Shares of Common Stock as a result of its ownership of Convertible Bonds of the company | |||
| As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP, WMSFLTD, WCCAA, WCCAFLP, WCCAFLTD, PSA, PSFLP, and PSFLTD may be deemed to | |||
| possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP, WCCAP, PSP, IAM, and HFR. | |||
| WA, WMSA, WMSFLP, WMSFLTD, WCCAA, WCCAFLP, WCCAFLTD, PSA, PSFLP, and PSFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the | |||
| extent of their pecuniary interest in such shares.* | |||
| Based on the relationships described herein, these entities may be deemed to constitute a group within the meaning Of Rule 13d-5(b)(1) under the | |||
| Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission that WA, WMSA,WMSP, WMSFLP, WMSFLTD, WCCAA, WCCAP, WCCAFLP, WCCAFLTD, PSA, PSP, PSFLP, PSFLTD, IAM, AND HFR are a group, Or have agreed to act as a | |||
| group.* | |||
| (b) | Percent of Class | ||
| WA beneficially owns 6.6 % of the companys Common Stock.* | |||
| WMSA is deemed to beneficially own 3.0 % of the companys Common Stock | |||
| WMSP is deemed to beneficially own 3.0 % of the companys Common Stock | |||
| WMSFLP is deemed to beneficially own 3.0 % of the companys Common Stock | |||
| WMSFLTD is deemed to beneficially own 3.0 % of the companys Common Stock | |||
| WCCAA is deemed to beneficially own 2.3 % of the companys Common Stock | |||
| WCCAP is deemed to beneficially own 2.3 % of the companys Common Stock | |||
| WCCAFLP is deemed to beneficially own 2.3 % of the companys Common Stock | |||
| WCCAFLTD is deemed to beneficially own 2.3 % of the companys Common Stock | |||
| PSA is deemed to beneficially own 0.8 % of the companys Common Stock | |||
| PSP is deemed to beneficially own 0.8 % of the companys Common Stock | |||
| PSFLP is deemed to beneficially own 0.8 % of the companys Common Stock | |||
| PSFLTD is deemed to beneficially own 0.8 % of the companys Common Stock | |||
| HFR beneficially owns 0.3 % of the companys Common Stock.* | |||
| IAM beneficially owns 0.3 % of the companys Common Stock.* | |||
| The percentage of Common Stock reportedly owned by each entity herein is based on 181,400,000 shares of outstanding | |||
| Common Stock of the Company, which is the total number of shares issued and outstanding on November 8 th , 2010. | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| 0 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| WA has shared voting power with respect to 12,791,050 shares of the Issuers Common Stock. | |||
| WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to 5,795,799 Shares of the Companys Common Stock. | |||
| WCCAA, WCCAP, WCCAFLP, and WCCAFLTD have shared voting power with respect to 4,400,365 Shares of the Companys Common Stock. | |||
| PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 1,552,511 Shares of the Companys Common Stock. | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| WA has shared voting power with respect to 12,791,050 shares of the Issuers Common Stock. | |||
| WMSA, WMSP, WMSFLP, and WMSFLTD have shared voting power with respect to 5,795,799 Shares of the Companys Common Stock. | |||
| WCCAA, WCCAP, WCCAFLP, and WCCAFLTD have shared voting power with respect to 4,400,365 Shares of the Companys Common Stock. | |||
| PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 1,552,511 Shares of the Companys Common Stock. | |||
| Instruction. For computations regarding securities which represent a right to acquire an underlying | |||
| security see §240.13d3(d)(1). | |||
| 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 ¨ *. | |||
| Instruction. Dissolution of a group requires a response to this item. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| Not Applicable. | |||
| 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 | ||
| See Item 2 | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not Applicable | |||
| Item 10. | Certification | ||
| 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. |
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
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CUSIP No. 880770102 13G
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.
| 02/11/11 |
|---|
| Date |
| /s/ Jonathan D. Wood |
| Signature |
| Jonathan D. Wood as Chief Financial Officer of Whitebox Advisors, LLC. |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
fb.us.1260302.03
** SEE INSTRUCTION BEFORE FILLING OUT **
SEC 1745 (2-02)
Page 17 of 17