Amended Statement of Ownership (sc 13g/a)
15 February 2017 - 5:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TerraVia Holdings, Inc.
(Name of
Issuer)
Common Stock
(Title of Class of Securities)
88105A106
(CUSIP Number)
December 31, 2016
(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
).
SCHEDULE 13G
1
|
Names of Reporting Persons
|
|
|
|
Passport Capital, LLC
|
2
|
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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3
|
Sec Use Only
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|
|
|
|
|
|
|
4
|
Citizenship or Place of Organization
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|
|
|
Delaware
|
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
|
|
|
0
|
6
|
Shared Voting Power
|
|
|
|
2,443,183 (See Item 2)
|
7
|
Sole
Dispositive Power
|
|
|
|
0
|
8
|
Shared Dispositive Power
|
|
|
|
2,443,183 (See Item 2)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
2,443,183 (See Item 2)
|
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)
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|
|
|
2.7%
|
|
|
|
12
|
Type of Reporting Person (See Instructions)
|
|
|
|
IA
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Page 2 of 7
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
|
|
|
|
|
|
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|
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
|
|
|
|
2,443,183 (See Item 2)
|
7
|
Sole
Dispositive Power
|
|
|
|
0
|
8
|
Shared Dispositive Power
|
|
|
|
2,443,183 (See Item 2)
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
2,443,183 (See Item 2)
|
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)
|
|
|
|
2.7%
|
|
|
|
12
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
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Page 3 of 7
Item 1.
(a)
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Name of Issuer:
TerraVia Holdings, Inc.
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(b)
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Address of Issuers Principal Executive
Offices:
|
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225 Gateway Boulevard
South San Francisco, CA
94080
|
Item 2.
Name of Person Filing:
Passport Capital, LLC (Passport
Capital); and
John H. Burbank III (Burbank, together with Passport
Capital, the Reporting Persons).
Passport Capital is the investment
manager to a certain fund (the Fund). The Fund is the owner of record of an
aggregate of 2,443,183 Shares. Under the terms of the relevant investment
management agreement, Passport Capital has the right to dispose of and vote the
Shares owned of record by the Fund. Burbank is the sole managing member of
Passport Capital. 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. This statement on Schedule 13G shall not be construed as an admission that
the Fund is the beneficial owner of the Shares 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)
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Citizenship:
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See row 4 of each Reporting Persons respective cover
page.
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(c)
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Title and Class of Securities:
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Common Stock
|
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(d)
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CUSIP No.:
88105A106
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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)
|
[_]
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Broker or dealer registered under Section 15 of the Act;
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the
Act;
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(d)
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[_]
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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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[X]
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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Page 4 of 7
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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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[X]
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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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[_]
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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)
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[_]
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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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(j)
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[_]
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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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[_]
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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:
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(a)
|
Amount Beneficially Owned:
|
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See disclosure in Item 2 hereof.
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(b)
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Percent of Class:
|
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See Item 11 of each Reporting Persons respective cover
page.
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(c)
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Number of shares as to which such person
has:
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See Items 5-8 of each Reporting Persons respective cover
page.
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(i)
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Sole power to vote or to direct the
vote:
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(ii)
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Shared power to vote or to direct the
vote:
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(iii)
|
Sole power to dispose or to direct the disposition
of:
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(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 [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.
|
See disclosure in Item 2 hereof.
Item 8.
|
Identification and classification of members
of the group.
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Page 5 of 7
Not Applicable.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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, other than activities solely in connection with a
nomination under §240.14a -11.
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: February 14, 2017
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PASSPORT CAPITAL, LLC
|
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By:
|
/s/
JOHN H. BURBANK III
|
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John H. Burbank III,
|
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Managing Member
|
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JOHN H. BURBANK III
|
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By:
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/s/ JOHN H. BURBANK III
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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
February 14, 2017
.
|
PASSPORT CAPITAL, LLC
|
|
|
|
|
|
By:
|
/s/
JOHN H. BURBANK III
|
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John H. Burbank III,
|
|
|
Managing Member
|
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|
|
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JOHN H. BURBANK III
|
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By:
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/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.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 7 of 7