13D Filing: Paulson & Co and Valeant Pharmaceuticals International Inc. (VRX)

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 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(i) Sole power to vote or direct the vote: 20,839,035 (see Note 1).

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 20,839,035 (see Note 1).

(iv) Shared power to dispose or direct the disposition: 0

Note 1: The Reporting Person, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, the Reporting Person possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all securities reported in this Schedule 13D.

For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate 20,839,035 shares of Common Stock held by the Reporting Person as of the date hereof.

 These Common Stock sales are due to rebalancing of our portfolios based on asset flows and represent approximately 4.5% of the Reporting Person’s Common Stock holding.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated as follows:

The Reporting Person has entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash-settled swaps with respect to 259,500 shares of Common Stock of the Issuer respectively (representing economic exposure comparable to less than 1% of the shares of Common Stock of the Issuer).  The Derivative Agreements provide the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Person disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.