Amended Statement of Ownership (sc 13g/a)
09 January 2016 - 12:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Amendment
No. 2)*
Under the
Securities Exchange Act of 1934
ALBANY
MOLECULAR RESEARCH, INC. |
(Name
of Issuer)
|
Common
Stock, par value $0.01 per share |
(Title
of Class of Securities)
|
012423109 |
(CUSIP
Number)
|
December
31, 2015 |
(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:
[ ] Rule
13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule
13d-1(d)
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 012423109 |
(1) Names
of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): |
|
Permian
Investment Partners, LP |
|
(2) Check
the Appropriate Box if a Member of a Group |
(a)
[ ] |
|
|
(b) [ ] |
|
|
|
|
(3) SEC
Use Only |
(4) Citizenship
or Place of Organization |
|
Delaware,
United States |
|
Number of Shares
Beneficially Owned By Each Reporting Person With |
|
(5) Sole
Voting Power: |
1,547,498* |
|
|
(6) Shared
Voting Power: |
0* |
|
|
(7) Sole
Dispositive Power: |
1,547,498* |
|
|
(8) Shared
Dispositive Power: |
0* |
|
|
|
|
|
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
1,547,498* |
|
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A |
(11) Percent
of Class Represented by Amount in Row (9): 4.4%* |
(12) Type
of Reporting Person (See Instructions): IA |
|
|
|
|
|
|
|
* The shares
of common stock, $0.01 par value per share (the “Shares”), of Albany Molecular Research, Inc., a Delaware corporation
(the “Company”), reported herein are held by Permian Master Fund, LP and accounts (collectively, the “Fund
and Accounts”) which are managed by Permian Investment Partners, LP (“Permian”). Permian, in its
capacity as the investment manager of each of the Fund and Accounts, has the sole power to vote and the sole power to direct the
disposition of all Shares held by the Fund and Accounts. Accordingly, for the purposes of Reg. Section 240.13d-3, Permian may
be deemed to beneficially own an aggregate of 1,547,498 Shares, or 4.4% of the Shares deemed issued and outstanding as of December
31, 2015. HTC Partners, LLC serves as the general partner of Permian.
Scott Hendrickson and Alex Duran serve as the managers of HTC Partners, LLC. The beneficial ownership percentage reported herein
is based on 35,501,776 Shares issued and outstanding as of October 30, 2015, as disclosed in the Company’s Quarterly
Report for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on November 9, 2015. This
report shall not be deemed an admission that Permian, each Fund and Account or any other person is the beneficial owner of the
securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Item 1(a). Name Of Issuer: |
|
Albany
Molecular Research, Inc.
|
Item
1(b). Address of Issuer’s Principal Executive Offices: |
|
26
Corporate Circle, Albany, New York 12212
|
Item
2(a). Name of Person Filing: |
|
Permian
Investment Partners, LP |
Item 2(b). Address
of Principal Business Office or, if None, Residence: |
|
295
Madison Avenue, New York, NY 10017
|
Item 2(c). Citizenship: |
|
Delaware, United
States |
Item 2(d). Title
of Class of Securities: |
|
Common Stock,
par value $0.01 per share |
Item 2(e). CUSIP
No.: |
|
012423109 |
Item
3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person
Filing is a: |
|
Not Applicable. |
Item 4. Ownership: |
|
(a) Amount
Beneficially Owned: |
1,547,498* |
|
|
(b) Percent
of Class: |
4.4%* |
|
|
(c) Number
of Shares as to which such person has: |
|
|
|
(i) Sole
power to vote or to direct the vote: |
1,547,498* |
|
|
(ii) Shared
power to vote or to direct the vote: |
0* |
|
|
|
|
|
|
|
(iii) Sole
power to dispose or to direct the disposition of: |
1,547,498* |
|
|
(iv) Shared
power to dispose or to direct the disposition of: |
0* |
|
|
|
|
|
|
|
__________________
* The shares
of common stock, $0.01 par value per share (the “Shares”), of Albany Molecular Research, Inc., a Delaware corporation
(the “Company”), reported herein are held by Permian Master Fund, LP and accounts (collectively, the “Fund
and Accounts”) which are managed by Permian Investment Partners, LP (“Permian”). Permian, in its
capacity as the investment manager of each of the Fund and Accounts, has the sole power to vote and the sole power to direct the
disposition of all Shares held by the Fund and Accounts. Accordingly, for the purposes of Reg. Section 240.13d-3, Permian may
be deemed to beneficially own an aggregate of 1,547,498 Shares, or 4.4% of the Shares deemed issued and outstanding as of December
31, 2015. HTC Partners, LLC serves as the general partner of Permian. Scott Hendrickson and Alex Duran serve as the managers of
HTC Partners, LLC. The beneficial ownership percentage reported herein is based on 35,501,776 Shares issued and outstanding
as of October 31, 2015, as disclosed in the Company’s Quarterly Report for the quarter ended September 30, 2015, as filed
with the Securities and Exchange Commission on November 9, 2015. This report shall not be deemed an admission that Permian, each
Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the
Securities Exchange Act of 1934, as amended, or for any other purpose.
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 5 percent of the class of securities, check the following [X]. |
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 |
|
Not Applicable. |
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 not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
January 7, 2016 |
|
|
|
|
|
PERMIAN INVESTMENT PARTNERS,
LP |
|
|
|
|
|
By: HTC Partners, LLC |
|
|
|
|
|
|
|
|
By: |
/s/
Joseph Swain |
|
|
Name: Joseph Swain |
|
|
Title: Authorized Person |
|
|
|
|
Attention:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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