WEST FLORIDA NATURAL GAS CO 3

Accession 0001140361-13-015823

CIK 0000105805other

View on SEC.gov Company Profile

Filed

Apr 4, 8:00 PM ET

Accepted

Apr 5, 9:52 PM ET

Size

24.3 KB

Accession

0001140361-13-015823

Insider Transaction Report

Form 3

Period: 2013-03-29

WEST FLORIDA NATURAL GAS COMRVL

EINHORN DAVID

10% OwnerOther

Holdings

Common Shares
(indirect: See Footnote)
1,981,597
Common Shares
(indirect: See Footnote)
11,329,605
Common Shares
(indirect: See Footnote)
19,208,659
Common Shares
(indirect: See Footnote)
319,000
Total Return Equity Swap
(indirect: See Footnotes)
Exercise: $7.93Exp: 2014-02-07→ Common Shares (2,528,600 underlying)
Total Return Equity Swap
(indirect: See Footnotes)
Exercise: $7.93Exp: 2014-02-07→ Common Shares (4,432,400 underlying)
Total Return Equity Swap
(indirect: See Footnotes)
Exercise: $7.93Exp: 2014-02-07→ Common Shares (1,844,200 underlying)
Common Shares
(indirect: See Footnote)
7,131,000
Common Shares
(indirect: See Footnote)
5,977,287
Total Return Equity Swap
(indirect: See Footnotes)
Exercise: $7.93Exp: 2014-02-07→ Common Shares (1,292,700 underlying)
Common Shares
(indirect: See Footnote)
5,855,295
Total Return Equity Swap
(indirect: See Footnotes)
Exercise: $7.93Exp: 2014-02-07→ Common Shares (446,000 underlying)
Total Return Equity Swap
(indirect: See Footnotes)
Exercise: $7.93Exp: 2014-02-07→ Common Shares (1,336,100 underlying)

Footnotes (12)

[F1]David Einhorn is the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM").
[F10]DME Management GP controls the voting and disposition of 5,977,287 Common Shares through the account of Greenlight Gold, of which DME Management GP is the general partner. As the senior managing member of DME Management GP, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Gold. Greenlight Gold also has exposure to 1,336,100 Common Shares pursuant to a Swap, as further described in Footnote 4.
[F11]DME CM controls the voting and disposition of 5,855,295 Common Shares through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore. Greenlight Gold Offshore also has exposure to 1,292,700 Common Shares pursuant to a Swap, as further described in Footnote 4.
[F12]Mr. Einhorn indirectly controls the voting and disposition of 319,000 Common Shares through the account of Greenlight Masters. Mr. Einhorn may be deemed to have indirect investment and/or voting power over Greenlight Masters through its general partners and/or investment manager.
[F2]One or more of the foregoing entities control the disposition and voting of common shares, par value $0.002 per share (the "Common Shares"), of Marvell Technology Group Ltd. ("Issuer"), owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore"), Greenlight Masters Partners ("Greenlight Masters") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight Masters, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below.
[F3]Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Einhorn and the Greenlight Parties disclaim beneficial ownership of the Common Shares except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight Masters or the Managed Account.
[F4]On January 2, 2013, Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore and the Managed Account entered into total return equity swap agreements (each, a "Swap") with a securities broker, pursuant to which, upon the expiration of the term of each respective Swap, (i) the applicable Greenlight Party referenced in the Swap will be obligated to pay to the broker an amount, based on a cost price of approximately $7.93 per Common Share, for each Common Share referenced in such Swap (in the respective quantities described in the footnotes below), and (ii) the broker will be obligated to pay to the applicable Greenlight Party referenced in the Swap the market value of such number of Common Shares as are referenced in the Swap (in the respective quantities described in the footnotes below), as of the expiration of the term of the Swap.
[F5]Any dividends received by the broker on the Common Shares referenced in each Swap during the term of the Swap will be paid to the applicable Greenlight Party. During the term of each Swap, the applicable Greenlight Party will pay the broker interest on the aggregate price payable by such Greenlight Party. The terms of the Swaps do not permit the Greenlight Parties to vote or dispose of any Common Shares, or to acquire any Common Shares pursuant to the Swaps.
[F6]Greenlight LLC controls the voting and disposition of 1,981,597 Common Shares through the account of Greenlight Fund, of which Greenlight LLC is the general partner. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Fund. Greenlight Fund also has exposure to 446,000 Common Shares pursuant to a Swap, as further described in Footnote 4.
[F7]Greenlight LLC controls the voting and disposition of 11,329,605 Common Shares through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Qualified. Greenlight Qualified also has exposure to 2,528,600 Common Shares pursuant to a Swap, as further described in Footnote 4.
[F8]Greenlight Inc. controls the voting and disposition of 19,208,659 Common Shares through the account of Greenlight Offshore. Greenlight Inc. is the investment manager of Greenlight Offshore. As the president of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Offshore. Greenlight Offshore also has exposure to 4,432,400 Common Shares pursuant to a Swap, as further described in Footnote 4.
[F9]DME controls the voting and disposition of 7,131,000 Common Shares through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account. The Managed Account also has exposure to 1,844,200 Common Shares pursuant to a Swap, as further described in Footnote 4.

Documents

1 file

3
doc1.xmlPrimary
FORM 3

Issuer

WEST FLORIDA NATURAL GAS CO

CIK 0000105805

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Entity typeother

Related Parties

filerCIK 0000105805

Filing Metadata

Form type: 3
Filed: Apr 4, 8:00 PM ET
Accepted: Apr 5, 9:52 PM ET
Size: 24.3 KB

View on SEC.gov