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13D Filing: Elliott Associates, L.P. and Ocean Rig UDW Inc. (ORIG)

Ocean Rig UDW Inc. (NASDAQ:ORIG): Paul Singer’s Elliott Management filed an amended 13D.

You can check out Elliott Management’s latest holdings and filings here.

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Paul Singer
Paul Singer
Elliott Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Elliott Associates 5,918,258 0 5,918,258 0 5,918,258 6.5%
Elliott International 0 12,576,329 0 12,576,329 12,576,329 13.9%
Elliott International Capital Advisors Inc 0 12,576,329 0 12,576,329 12,576,329 13.9%

Page 1 of 6 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Ocean Rig
UDW Inc.

(Name of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

G66964118

(CUSIP Number)

Elliott Associates, L.P.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 13,
2017

(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. [ ]

(Page 1 of 5 Pages)

______________________________

* 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 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).

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Page 2 of 6 – SEC Filing

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

5,918,258

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

5,918,258

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,918,258

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%

14

TYPE OF REPORTING PERSON

PN

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Page 3 of 6 – SEC Filing

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

12,576,329

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

12,576,329

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

12,576,329

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.9%

14

TYPE OF REPORTING PERSON

PN

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Page 4 of 6 – SEC Filing

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

12,576,329

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

12,576,329

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

12,576,329

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.9%

14

TYPE OF REPORTING PERSON

CO

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Page 5 of 6 – SEC Filing

The following constitutes Amendment No.1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:

The Reporting Persons intend to recommend that the Issuer hire advisers to review
opportunities to maximize shareholder value, including changes to capital structure, utilization of significant assets and
possible strategic transactions. The Reporting Persons may also develop plans and/or make proposals with respect to, or with
respect to
potential
changes in, the operations, management, the organizational documents, Board composition, ownership, capital or
corporate
structure, dividend policy, strategy and plans of the Issuer, utilization of significant assets, potential strategic
transactions
involving the
Issuer or
certain of the Issuer’s businesses or assets.  Such plans or proposals may relate to or result in one or more of
the actions set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to have
discussions with the Issuer’s management, manager, board of directors, other shareholders or third parties, including,
potential
advisers, potential acquirers and financing sources, relating to the Issuer and the plans or proposals set forth above, or
may change their intention with respect to any and all matters referred to in this Item 4.   The Reporting
Persons may have such discussions alone or together with one or more of the foregoing persons. The Reporting Persons intend
to have discussions with shareholders affiliated with Avenue Capital Management II, L.P. (collectively, the
“Avenue Parties”) and BlueMountain Capital Management, LLC (collectively, the “BlueMountain Parties”)
regarding such opportunities to enhance shareholder value and may have discussions with the persons listed above together
with the Avenue Parties and the BlueMountain Parties. The Reporting Persons may exchange information with the Issuer and any
of the foregoing persons pursuant to appropriate confidentiality or similar agreements.

The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended with the Avenue Parties and the BlueMountain Parties. Collectively, the group
may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by each of the group members. Each
of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Avenue Parties
and the BlueMountain Parties. The Avenue Parties and BlueMountain parties separately report their beneficial ownership of the Issuer’s
Common Stock on Schedules 13D with the Securities and Exchange Commission and reference is hereby made to those filings for the
beneficial ownership of each party and any changes thereto.

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Page 6 of 6 – SEC Filing

SIGNATURES

After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

DATE: October 16, 2017

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
/s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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