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13D Filing: Mangrove Partners Master Fund, Ltd. and Penn Virginia Corp (PVAC)

Penn Virginia Corp (NYSE:PVAC): Nathaniel August’s Mangrove Partners filed an amended 13D.

You can check out Mangrove Partners’ latest holdings and filings here.

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Nathaniel August
Nathaniel August
Mangrove Partners

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
Mangrove Partners Master Fund, Ltd. 98-10834 0 1,410,777 0 1,410,777 1,410,777 9.4%
The Mangrove Partners Fund 0 1,410,777 0 1,410,777 1,410,777 9.4%
Mangrove Partners Fund (Cayman), Ltd 0 1,410,777 0 1,410,777 1,410,777 9.4%
Mangrove Partners 98-065 0 1,410,777 0 1,410,777 1,410,777 9.4%
Mangrove Capital 98-06 0 1,410,777 0 1,410,777 1,410,777 9.4%
Nathaniel August 0 1,410,777 0 1,410,777 1,410,777 9.4%

Page 1 of 12 – SEC Filing


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D – 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Penn Virginia Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
70788V300 and 70788V102
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 24, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
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 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 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 12 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Master Fund, Ltd.
98-1083428
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,410,777
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,410,777
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14.
TYPE OF REPORTING PERSON
OO

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Page 3 of 12 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Mangrove Partners Fund, L.P.
27-2067192
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
1,410,777
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,410,777
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14.
TYPE OF REPORTING PERSON
PN

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Page 4 of 12 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Fund (Cayman), Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,410,777
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,410,777
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14.
TYPE OF REPORTING PERSON
OO

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Page 5 of 12 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners
98-0652572
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,410,777
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,410,777
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14.
TYPE OF REPORTING PERSON
OO

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Page 6 of 12 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Capital
98-06252571
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,410,777
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,410,777
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14.
TYPE OF REPORTING PERSON
OO

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Page 7 of 12 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathaniel August
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,410,777
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,410,777
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,777
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14.
TYPE OF REPORTING PERSON
IN

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Page 8 of 12 – SEC Filing

Item 1.
Security and Issuer.
This statement relates to the common stock, par value $0.01 (the “Common Stock”), of Penn Virginia Corporation, a corporation organized under the laws of the state of Virginia (the “Issuer”). The Issuer’s principal executive office is located at 14701 St. Mary’s Lane, Suite 275, Houston, Texas 77079.
Item 2.
Identity and Background.
(a) This statement is being filed by (1) The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company (the “Master Fund”), (2) The Mangrove Partners Fund, L.P., a Delaware limited partnership (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd., a Cayman Islands exempted company (the “Cayman Feeder”), (4) Mangrove Partners, a Cayman Islands exempted company (“Mangrove Partners”), (5) Mangrove Capital, a Cayman Islands exempted company (“Mangrove Capital”) and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
The Master Fund holds the shares of the Issuer that are the subject of this statement (the “Shares”). The US Feeder and the Cayman Feeder are the two controlling shareholders of the Master Fund. Mangrove Partners serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder. Mangrove Capital serves as the general partner of the US Feeder. Mr. August is the principal and director of each of Mangrove Partners and Mangrove Capital.  As a result, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August may be deemed to beneficially own the Shares held by the Master Fund.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein.
(b) The principal business address of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022. The principal business address of each of the Master Fund and the Cayman Feeder is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104. The officers and directors of the Master Fund, the Cayman Feeder, Mangrove Partners and Mangrove Capital and, to the extent that such persons are not also Reporting Persons, their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
(c) The principal business of the Master Fund is acquiring, holding and disposing of investment securities. The principal business of the US Feeder is investing in the Master Fund.  The principal business of the Cayman Feeder is investing in the Master Fund.  The principal business of Mangrove Partners is serving as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder.  The principal business of Mangrove Capital is serving as the general partner of the US Feeder.  The principal occupation of Mr. August is serving as a director for each of Mangrove Partners and Mangrove Capital.
(d) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Master Fund, the Cayman Feeder, Mangrove Partners and Mangrove Capital is organized as a limited liability exempted company under the laws of the Cayman Islands. The US Feeder is organized as a limited partnership under the laws of the State of Delaware. Nathaniel August is a citizen of the United States. The citizenship of the persons listed on Schedule A, who are not Reporting Persons, is set forth therein.

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Page 9 of 12 – SEC Filing

Item 3.
Source and Amount of Funds or Other Consideration.
A total of approximately $28,444,416.00 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
Item 4.
Purpose of Transaction.
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon other factors including overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares. On August 24, 2017, the Reporting Persons discussed with the Chairman of the Board the composition and size of the Board of Directors.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the Board or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, including the sales thereof, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 14,992,018 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 4, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2017.
As of the date hereof, the Master Fund beneficially owned 1,410,777 Shares. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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Page 10 of 12 – SEC Filing

(b) Each of the Master Fund, the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August has shared voting and dispositive power over the Shares owned directly by the Master Fund.
(c) None of the Reporting Persons have entered into any transactions in the Shares during the past sixty days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Shares.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
Exhibit 99.1
Joint Filing Agreement, dated as of the date hereof, by and among The Mangrove Partners Master Fund, Ltd., The Mangrove Partners Fund, L.P., The Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August.

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Page 11 of 12 – SEC Filing

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
September 1, 2017
THE MANGROVE PARTNERS MASTER FUND, LTD.
By:
MANGROVE PARTNERS,
as Investment Manager
By:
/s/ Nathaniel August
Name:
Nathaniel August
Title:
Director
THE MANGROVE PARTNERS FUND, L.P.
By:
MANGROVE CAPITAL,
as General Partner
By:
/s/ Nathaniel August
Name:
Nathaniel August
Title:
Director
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:
MANGROVE PARTNERS,
as Investment Manager
By:
/s/ Nathaniel August
Name:
Nathaniel August
Title:
Director
MANGROVE PARTNERS
By:
/s/ Nathaniel August
Name:
Nathaniel August
Title:
Director
MANGROVE CAPITAL
By:
/s/ Nathaniel August
Name:
Nathaniel August
Title:
Director
/s/ Nathaniel August
NATHANIEL AUGUST

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Page 12 of 12 – SEC Filing

SCHEDULE A
Directors and Officers of each of The Mangrove Partners Master Fund, Ltd. and The Mangrove Partners Fund (Cayman), Ltd.
Name and Position
Principal Occupation
Principal Business Address
Citizenship
Nathaniel August *
Director
David Bree
Director
Mr. Bree is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.
DMS Offshore Investment Services
dms House, 20 Genesis Close
George Town
P.O. Box 314
Grand Cayman KY1-1104
Cayman Islands
Cayman Islands
Kevin Phillip
Director
Mr. Phillip is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.
DMS Offshore Investment Services
dms House, 20 Genesis Close
George Town
P.O. Box 314
Grand Cayman KY1-1104
Cayman Islands
Trinidad and Tobago
Directors and Officers of each of Mangrove Partners and Mangrove Capital
Name and Position
Principal Occupation
Principal Business Address
Citizenship
Nathaniel August *
Director
* Mr. August is a Reporting Person and, as such, his information called for by Item 2 of Schedule 13D is set forth therein.
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