Amended Statement of Beneficial Ownership (sc 13d/a)
02 Julho 2020 - 6:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
OI
S.A. – In Judicial Reorganization
(Name
of Issuer)
Common
Shares, without par value
(Title
of Class of Securities)
670851500**
(CUSIP)
George
Travers
GoldenTree
Asset Management LP
300
Park Avenue, 21st Floor
New
York, New York 10022
(212)
847-3500
(Name,
address and telephone number of person authorized to receive notices and communications)
June
22, 2020
(Date
of event which requires filing of this statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*
|
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 disclosures provided
in a prior cover page.
|
**
|
The
CUSIP number is for the American Depositary Shares relating to the common shares. No CUSIP number exists for the underlying
common shares, because such shares are not traded in the United States.
|
The
information required on 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).
1.
|
|
NAMES
OF REPORTING PERSONS
GoldenTree
Asset Management LP
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
SOURCE
OF FUNDS
OO
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER:
0
|
|
8.
|
|
SHARED
VOTING POWER:
263,157,080
(1)
|
|
9.
|
|
SOLE
DISPOSITIVE POWER:
0
|
|
10.
|
|
SHARED
DISPOSITIVE POWER:
263,157,080
(1)
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
263,157,080
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.54%
(2)
|
14.
|
|
TYPE
OF REPORTING PERSON
IA,
PN
|
(1)
|
Of
this amount of common shares, without par value (“Common Shares”), 134,203,445 are held in the form of
26,840,689 American Depositary Shares (“ADSs”).
|
(2)
|
Based
upon 5,796,448,000 Common Shares outstanding as of March 31, 2020, as reported in the
Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities
and Exchange Commission on June 17, 2020.
|
1.
|
|
NAMES
OF REPORTING PERSONS
GoldenTree
Asset Management LLC
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
SOURCE
OF FUNDS
OO
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER:
0
|
|
8.
|
|
SHARED
VOTING POWER:
263,157,080
(1)
|
|
9.
|
|
SOLE
DISPOSITIVE POWER:
0
|
|
10.
|
|
SHARED
DISPOSITIVE POWER:
263,157,080
(1)
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
263,157,080
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.54%
(2)
|
14.
|
|
TYPE
OF REPORTING PERSON
HC,
OO
|
(1)
|
Of
this amount of Common Shares, 134,203,445 are held in the form of 26,840,689 ADSs.
|
(2)
|
Based
upon 5,796,448,000 Common Shares outstanding as of March 31, 2020, as reported in the
Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities
and Exchange Commission on June 17, 2020.
|
|
|
|
|
|
|
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1.
|
|
NAMES
OF REPORTING PERSONS
Steven
A. Tananbaum
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3.
|
|
SEC
USE ONLY
|
4.
|
|
SOURCE
OF FUNDS
OO
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER:
985,220
(1)
|
|
8.
|
|
SHARED
VOTING POWER:
263,157,080
(2)
|
|
9.
|
|
SOLE
DISPOSITIVE POWER:
985,220
(1)
|
|
10.
|
|
SHARED
DISPOSITIVE POWER:
263,157,080
(2)
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
264,142,300
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.56%
(3)
|
14.
|
|
TYPE
OF REPORTING PERSON
HC,
IN
|
(1)
|
Of
this amount of Common Shares, 985,220 are held in the form of 197,044 ADSs.
|
(2)
|
Of
this amount of Common Shares, 134,203,445 are held in the form of 26,840,689 ADSs.
|
(3)
|
Based
upon 5,796,448,000 Common Shares outstanding as of March 31, 2020, as reported in the Issuer’s Report of Foreign Private
Issuer on Form 6-K filed with the Securities and Exchange Commission on June 17, 2020.
|
Introductory
Statement
Pursuant
to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 11”) amends the Schedule
13D filed on August 6, 2018, as amended by Amendment No. 1 filed on August 31, 2018, Amendment No. 2 filed on November 28, 2018,
Amendment No. 3 filed on January 16, 2019, Amendment No. 4 filed on April 9, 2019, Amendment No. 5 filed on August 16, 2019, Amendment
No. 6 filed on September 16, 2019, Amendment No. 7 filed on September 7, 2019, Amendment No. 8 filed on January 28, 2020, Amendment
No. 9 filed on March 13, 2020 and Amendment No. 10 filed on April 28, 2020 (the “Original Schedule 13D”, and
together with Amendment No. 11, the “Schedule 13D”).
Except
as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise
defined have the meanings ascribed to such terms in the Original Schedule 13D. This Amendment constitutes an exit filing of the
Reporting Persons.
ITEM 5.
|
Interest
in Securities of the Issuer.
|
Part
(c) of Item 5 is amended and supplemented by adding the following:
The
information in Item 4 is incorporated herein by reference. Except as set forth in this Schedule 13D, there have been no transactions
in the Common Shares of the Issuer effected during the past 60 days by any person named in Item 2 hereof.
On
April 28, 2020, certain of the Funds and Managed Accounts sold an aggregate of 1,344,854 Common Share ADSs in open market transactions
through a brokerage entity on the New York Stock Exchange at a weighted average price of USD 0.4946 per share. These shares were
sold in multiple transactions at prices ranging from USD .49 to .5038.
On
May 7, 2020, Mr. Tananbaum sold an aggregate of 246,305 Common Share ADSs in open market transactions through a brokerage entity
on the New York Stock Exchange at a weighted average price of USD 0.5290 per share. These shares were sold in multiple transactions
at prices ranging from USD .525 to .54.
On
June 18, 2020, certain of the Funds and Managed Accounts sold an aggregate of 14,171,000 Common Shares in open market transactions
through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.0823 per share.
These shares were sold in multiple transactions at prices ranging from BRL 1.08 to 1.09.
On
June 19, 2020, certain of the Funds and Managed Accounts sold an aggregate of 12,553,000 Common Shares in open market transactions
through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.1018 per share.
These shares were sold in multiple transactions at prices ranging from BRL 1.07 to 1.13.
On
June 22, 2020, certain of the Funds and Managed Accounts sold an aggregate of 5,276,000 Common Shares in open market transactions
through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.1229 per share.
These shares were sold in multiple transactions at prices ranging from BRL 1.11 to 1.14.
On
June 25, 2020, certain of the Funds and Managed Accounts sold an aggregate of 5,714,800 Common Shares in open market transactions
through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.2016 per share.
These shares were sold in multiple transactions at prices ranging from BRL 1.19 to 1.22.
On
June 26, 2020, certain of the Funds and Managed Accounts sold an aggregate of 10,285,197 Common Shares in open market transactions
through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.2188 per share.
These shares were sold in multiple transactions at prices ranging from BRL 1.21 to 1.23.
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.
July
2, 2020
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GOLDENTREE
ASSET MANAGEMENT LP
|
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By: GoldenTree Asset Management LLC, its general partner
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/s/
Steven A. Tananbaum
|
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By:
Steven A. Tananbaum
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Title:
Managing Member
|
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GOLDENTREE
ASSET MANAGEMENT LLC
|
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/s/
Steven A. Tananbaum
|
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By:
Steven A. Tananbaum
|
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Title:
Managing Member
|
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STEVEN
A. TANANBAUM
|
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/s/
Steven A. Tananbaum
|
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Steven
A. Tananbaum
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