Statement of Ownership (sc 13g)
05 April 2014 - 4:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Solazyme, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
83415T101
(CUSIP Number)
March 26, 2014
(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 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
).
SCHEDULE 13G
1
|
Names of Reporting Persons
|
|
|
|
Passport Global Master Fund SPC Ltd for and on behalf of
Portfolio A Global Strategy
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
|
|
|
(a)
[ ]
|
|
(b)
[ ]
|
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
|
|
|
|
4,082,098 (See Item 2)
|
7
|
Sole Dispositive Power
|
|
|
|
0
|
8
|
Shared Dispositive Power
|
|
|
|
4,082,098 (See Item 2)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
4,082,098
|
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)
|
|
|
|
5.8%
|
12
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
Page 2 of 9
SCHEDULE 13G
1
|
Names of Reporting Persons
|
|
|
|
Passport Capital, LLC
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
|
|
|
(a)
[ ]
|
|
(b)
[ ]
|
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
|
|
|
|
4,346,707 (See Item 2)
|
7
|
Sole Dispositive Power
|
|
|
|
0
|
8
|
Shared Dispositive Power
|
|
|
|
4,346,707 (See Item 2)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
4,346,707
|
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)
|
|
|
|
6.2%
|
12
|
Type of Reporting Person (See Instructions)
|
|
|
|
IA
|
Page 3 of 9
SCHEDULE 13G
1
|
Names of Reporting Persons
|
|
|
|
John H. Burbank III
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
|
|
|
(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:
|
5
|
Sole Voting Power
|
|
|
|
0
|
6
|
Shared Voting Power
|
|
4,346,707 (See Item 2)
|
|
|
7
|
Sole Dispositive Power
|
|
|
|
0
|
8
|
Shared Dispositive Power
|
|
|
|
4,346,707 (See Item 2)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
4,346,707
|
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)
|
|
|
|
6.2%
|
12
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
|
Page 4 of 9
Item 1.
(a)
|
Name of Issuer:
Solazyme, Inc.
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
|
225 Gateway Boulevard
South San Francisco, CA
94080
|
Item 2.
Name of Person Filing:
Passport Global Master Fund SPC Ltd for
and on behalf of Portfolio A Global Strategy (the Fund);
Passport Capital,
LLC (Passport Capital); and
John H. Burbank III (Burbank, together with the
Fund and Passport Capital, the Reporting Persons).
Burbank is the sole managing member of
Passport Capital; Passport Capital is the investment manager to the Fund.
Passport Capital is also the investment manager to certain other funds and
accounts (the Other Accounts). The Funds and Other Accounts are the owners of
record of an aggregate of 4,346,707 Shares. None of the Other Accounts
individually own (beneficially or of record) more than 5% of a class of the
Issuers equity securities that are registered under Section 12 of the
Securities Exchange Act of 1934, as amended. Under the terms of the relevant
investment management agreements, Passport Capital generally has the right to
dispose of and vote the Shares owned of record by the Fund and the Other
Accounts. As a result, each of, Passport Capital and Burbank may be considered
to share (i) the power to vote or direct the vote of and (ii) the power to
dispose or direct the disposition of, the Shares owned of record by the Fund and
Other Accounts. This statement on Schedule 13G shall not be construed as an
admission that any of the Reporting Persons (other than the Fund) is the
beneficial owner of the securities covered by this statement.
(a)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
For each Reporting Person:
c/o Passport
Capital, LLC
|
|
One
Market Street, Steuart Tower, Suite
2200
San
Francisco, CA 94105
|
|
|
(b)
|
Citizenship:
|
|
|
|
See row 4 of each Reporting Persons respective cover
page.
|
|
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(c)
|
Title and Class of Securities:
|
|
|
|
Common Stock
|
|
|
(d)
|
CUSIP No.:
83415T101
|
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;
|
Page 5 of 9
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(b)
|
[_]
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Bank as defined in Section 3(a)(6) of the Act;
|
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|
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(c)
|
[_]
|
Insurance company as defined in Section 3(a)(19) of the
Act;
|
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(d)
|
[_]
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Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
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(e)
|
[_]
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance
with Rule 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 Rule 13d-1(b)(1)(ii)(G);
|
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(h)
|
[_]
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
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(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;
|
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|
|
|
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(j)
|
[_]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
|
|
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(k)
|
[_]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
|
Item 4. Ownership
(a)
|
Amount Beneficially Owned:
|
|
|
|
See Item 9 of each Reporting Persons respective cover
page.
|
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|
(b)
|
Percent of Class:
|
|
|
|
See Item 11 of each Reporting Persons respective cover
page.
|
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|
(c)
|
Number of shares as to which such person
has:
|
|
|
|
See Items 5-8 of each Reporting Persons respective cover
page.
|
|
(i)
|
Sole power to vote or to direct the
vote:
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the
vote:
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
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 [ ].
|
|
|
Item
6.
|
Ownership of more than Five
Percent on Behalf of Another Person.
|
|
|
|
Not applicable.
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Page 6 of 9
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.
|
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|
Item
9.
|
Notice of Dissolution of Group.
|
|
|
|
Not Applicable.
|
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Item
10.
|
Certifications.
|
|
|
|
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.
Dated: April 04, 2014
PASSPORT GLOBAL MASTER FUND SPC LTD
FOR AND ON BEHALF OF PORTFOLIO A GLOBAL STRATEGY
|
By:
|
PASSPORT CAPITAL, LLC,
|
|
|
its Investment Manager
|
|
By:
|
/s/ JOHN H. BURBANK III
|
|
|
John H. Burbank III,
|
|
|
Managing Member
|
PASSPORT CAPITAL, LLC
|
By:
|
/s/ JOHN H. BURBANK III
|
|
|
John H. Burbank III,
|
|
|
Managing Member
|
JOHN BURBANK
|
By:
|
/s/
JOHN H. BURBANK III
|
Page 7 of 9
Exhibit 1
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them the
statement on Schedule 13G to which this agreement is attached as an exhibit.
The undersigned further agree that each party
hereto is responsible for the timely filing of such Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided, however, that no party is
responsible for the completeness or accuracy of the information concerning any
other party making the filing, unless such party knows or has reason to believe
that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on
April 04, 2014
.
PASSPORT GLOBAL MASTER FUND SPC LTD
FOR AND ON BEHALF OF PORTFOLIO A GLOBAL STRATEGY
|
By:
|
PASSPORT CAPITAL, LLC,
|
|
|
its Investment Manager
|
|
By:
|
/s/ JOHN H. BURBANK III
|
|
|
John H. Burbank III,
|
|
|
Managing Member
|
PASSPORT CAPITAL, LLC
|
By:
|
/s/ JOHN H. BURBANK III
|
|
|
John H. Burbank III,
|
|
|
Managing Member
|
JOHN H. BURBANK III
|
By:
|
/s/ JOHN H. BURBANK III
|
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 this filing person), evidence of the
representative's 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.
Page 8 of 9
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 9 of 9