Filing Details

Accession Number:
0001140361-22-002502
Form Type:
13D Filing
Publication Date:
2022-01-23 19:00:00
Filed By:
Pentwater Capital Management
Company:
Turquoise Hill Resources Ltd. (NYSE:TRQ)
Filing Date:
2022-01-24
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Pentwater Capital Management 19,488,982 0 19,488,982 0 19,488,982 9.68%
Crown Managed Accounts SPC 0 235,683 0 235,683 235,683 0.12%
LMA SPC on behalf of MAP 0 23,932 0 23,932 23,932 0.01%
Investment Opportunities 0 352,600 0 352,600 352,600 0.18%
Oceana Master Fund Ltd 0 770,837 0 770,837 770,837 0.38%
Pentwater Equity Opportunities Master Fund Ltd 0 1,831,565 0 1,831,565 1,831,565 0.91%
Pentwater Merger Arbitrage Master Fund Ltd 0 4,552,794 0 4,552,794 4,552,794 2.26%
Pentwater Thanksgiving Fund 0 0 0 0 0 0.0%
PWCM Master Fund Ltd 0 3,898,408 0 3,898,408 3,898,408 1.94%
Pentwater Metric Merger Arbitrage Fund 0 0 0 0 0 0.0%
Pentwater Unconstrained Master Fund. Ltd 0 60,750 0 60,750 60,750 0.03%
Matthew Halbower 7,762,413 0 7,762,413 0 7,762,413 3.86%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

TURQUOISE HILL RESOURCES LTD.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

900435108
(CUSIP Number)

Matthew Halbower
Pentwater Capital Management LP
1001 10th Avenue South, Suite 216
Naples, FL 34102
(239) 384-9750

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

December 23, 2021
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

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.


CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Pentwater Capital Management LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
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
 
 
19,488,982 (1)
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
19,488,982 (1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
19,488,982 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
9.68% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 40,000 shares of common stock.
(2)
Based on 201,231,466 common shares outstanding as set forth the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Crown Managed Accounts SPC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
235,683 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
235,683 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
235,683 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.12% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 1,200 shares of common stock.
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
LMA SPC on behalf of MAP 98 Segregated Portfolio
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
23,932 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
23,932 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
23,932 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.01% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022 call options to purchase 1,500 shares of common stock
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Investment Opportunities 3 SPC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
352,600 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
352,600 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
352,600 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.18% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 700 shares of common stock.
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Oceana Master Fund Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
770,837
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
770,837
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
770,837
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.38% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 5,000 shares of common stock.
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Pentwater Equity Opportunities Master Fund Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
1,831,565 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,831,565 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,831,565 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.91% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022 call options to purchase 5,200 shares of common stock
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Pentwater Merger Arbitrage Master Fund Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
4,552,794 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
4,552,794 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,552,794 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.26% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 11,500 shares of common stock.
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Pentwater Thanksgiving Fund LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
PWCM Master Fund Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
3,898,408 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,898,408 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,898,408 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.94% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022 call options to purchase 14,800 shares of common stock
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Pentwater Metric Merger Arbitrage Fund LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Pentwater Unconstrained Master Fund. Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
60,750 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
60,750 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
60,750 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.03% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
This amount includes 18.00 strike Feb 18, 2022, call options to purchase 100 shares of common stock.
(2)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021.

CUSIP No. 900435108
1
NAMES OF REPORTING PERSONS
 
 
Matthew Halbower
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
7,762,413
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
7,762,413
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
7,762,413
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.86% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
Based on 201,231,466 common shares outstanding as set forth in the Issuer’s Preliminary Short Form Base Shelf Prospectus filed with Canadian securities regulatory authorities on November 17, 2021

ITEM 2.
IDENTITY AND BACKGROUND

This Amendment No. 2 (this “Amendment”) to Schedule 13D amends the Schedule 13D Amendment filed by Pentwater Capital Management LP (“Pentwater Capital”), a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission,  Crown Managed Accounts SPC, acting for and on behalf of Crown/PW Segregated Portfolio an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities SPC, for the account of Investment Opportunities 3 a segregated portfolio company formed in the Cayman Islands (“MALT”), LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Pentwater Merger Arbitrage Master Fund, Ltd.,  an exempted company formed in the Cayman Islands (“PMAM”), Pentwater Thanksgiving Fund LP a limited partnership formed in the Cayman Islands (“PTHK”), PWCM Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWCM  Master”), Pentwater Metric Merger Arbitrage Fund LP, a limited partnership formed in the Cayman Islands (“PWMM”), and Pentwater Unconstrained Master Fund, Ltd. an exempted company formed in the Cayman Islands (PWUM), and Matthew Halbower, chief executive officer of Pentwater Capital.  Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PTHK, PWCM Master, PWUM, and Matthew Halbower are collectively referred to herein as Reporting Persons.  CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PTHK, PWCM Master, PWMM and PWUM are collectively referred to herein as the Funds. Pentwater Capital is the investment adviser of each of the Funds.

Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.

ITEM 4.
PURPOSE OF THE TRANSACTION

Item 4 of the Schedule 13D/A is hereby amended and supplemented by adding the following:

PTHK has distributed the shares and options it held in the issuer to its investors. Various investors have received a total of 115,843 shares and Matthew Halbower received the remaining shares and options.  Matthew Halbower received the shares and options held by PTHK via a payment in kind transfer. PWMM and PTHK are no longer Reporting Persons.

Consistent with prior disclosure in this Schedule 13D, since the filing of Amendment No. 1 to this Schedule 13D, Pentwater Capital has published several open letters to members of the board of directors of the Company and Rio Tinto and press releases (collectively, the “Letters and Press Releases”) that have expressed Pentwater Capital’s concerns regarding, among other things, various instances of mismanagement of the Company’s business, breaches of fiduciary duties by the Company’s officers and directors and other deficiencies in the Company’s corporate governance that Pentwater Capital believe have harmed the Company’s minority shareholders.  The Letters and Press Releases have, among other things, called for members of the Company’s board of directors to improve the Company’s corporate governance and to otherwise protect the interests of the Company’s minority shareholders.

Pentwater Capital and the other Reporting Persons expect that they and their respective representatives will engage in further communications with the board of directors of the Company and Rio Tinto, through open letters or otherwise, regarding operational, corporate governance, oversight and financing matters, including the matters reflected in the Letters and Press Releases.  The Reporting Persons anticipate that such communications will call for, among other things, independent investigations and/or oversight of the Issuer’s operations, and may call for the resignation of one or more directors or the establishment of one or more independent committees of the board of directors of the Issuer, as well as other modifications to the Issuer’s governance structure, including those affecting the board’s oversight function.

The foregoing description of the Letters and Press Releases does not purport to be complete and is qualified in its entirety by reference to the full text of each letter or press release, copies of which are filed as Exhibit 99.5 through Exhibit 99.13, and are incorporated herein by reference.

ITEM 5.
INTEREST OF SECURITIES OF THE ISSUER

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D/Amendment 2 is reflected on that Reporting Person’s cover page.  By virtue of his position with Pentwater Capital, Mr. Halbower has the sole power to vote the shares of Common Stock owned by the Reporting Persons.  Subject to restrictions, Mr. Halbower has the sole power to dispose of the shares of Common Stock owned by the Reporting Persons.

(c)  The transactions in the class of securities reported on that were effected during the past 60 days on behalf of the Reporting Persons are set forth in Schedule A and incorporated herein by reference.  Other than those transactions, there were no other such transactions in the securities by the Reporting Persons that were effected during the past 60 days.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Persons has entered into cash-settled total return swap agreements with unaffiliated third-party financial institutions. The swaps constitute economic exposure to 7,972,531 notional shares of Common Stock. The swaps do not give the Reporting Persons direct or indirect voting, investment, or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote, or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time. Reporting Persons collectively are long 2,190,000 14.00 strike February 18, 2022, put options and are short 500,000 16.00 strike February 18, 2022, put options. Other options held by the Funds include CRON, OCMF, PEMF, PMAM, and PWMF Funds collectively hold over the counter 20.00 strike European call options to purchase 389,200 shares on June 17, 2022 and have collectively sold 20.00 strike over the counter European put options which would require the purchase of 389,200 shares of common stock of the issuer on June 17, 2022.

ITEM 7.
MATERIALS TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended to add the following:

Press Release, dated December 15, 2020

Press Release, dated January 29, 2021

Press Release, dated March 5, 2021

Open Letter to Board of Directors of the Company, dated November 2, 2021

Exhibit 99.9
Open Letter to Ngaire Woods and the Board of Directors of Rio Tinto plc, dated November 11, 2021

Exhibit 99.10
Open Letter to Ben Wyatt and the Board of Directors of Rio Tinto plc, dated November 18, 2021

Open Letter to George Burns, dated November 22, 2021

Open Letter to Ngaire Woods, dated January 13, 2022

Open Letter to Board of Directors of the Company, dated January 18, 2022

SIGNATURE

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.

Dated:  January 24, 2022
PENTWATER CAPITAL MANAGEMENT LP
 
By:
Halbower Holdings, Inc., its general partner
     
 
By:
/s/ Matthew Halbower
  Name: Matthew Halbower
  Title: Chief Executive Officer
 

 
CROWN MANAGED ACCOUNTS SPC acting for and on behalf of Crown/PW Segregated Portfolio
 
By:
Pentwater Capital Management LP, its Trading Advisor
 
By:
Halbower Holdings, Inc., its general partner
     
 
By
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer
     
 
LMA SPC for and on behalf of MAP 98 Segregated Portfolio
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
   
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer
     
 
INVESTMENT OPPORTUNITIES SPC for the account of Investment Opportunities 3 Segregated Portfolio
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
   
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer

 
OCEANA MASTER FUND LTD.
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
   
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer
   
 
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD.
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
   
 
By:
/s/ Matthew Halbower
 
Name:  
Matthew Halbower
 
Title:   
Chief Executive Officer
     
 
PENTWATER MERGER ARBITRAGE MASTER FUND LTD.
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
     
 
By:
/s/ Matthew Halbower
  Name:
Matthew Halbower
  Title: Chief Executive Officer

 
PENTWATER THANKSGIVING FUND LP
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
     
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer

 
PWCM MASTER FUND LTD.
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
     
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer
     
 
PENTWATER METRIC MERGER ARBITRAGE FUND LP
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
     
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer
     
 
PENTWATER UNCONSTRAINED MASTER FUND LTD.
 
By:
Pentwater Capital Management LP, its investment manager
 
By:
Halbower Holdings, Inc., its general partner
     
 
By:
/s/ Matthew Halbower
 
Name:
Matthew Halbower
 
Title:
Chief Executive Officer
     
 
MATTHEW C. HALBOWER
   
 
/s/ Matthew Halbower
 
Matthew C. Halbower

Schedule A

Transactions in the shares of the Issuer During the Past 60 Days

For account of Crown Managed Accounts SPC
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/24/2021
Purchase
544
14.7154
11/26/2021
Purchase
544
14.5101
11/30/2021
Purchase
227
14.9348
12/01/2021
Sale
 63
15.0023
12/03/2021
Purchase
1,088
14.0958
12/07/2021
Sale
340
14.9227
12/09/2021
Sale
32
14.9025
12/09/2021
Sale
2,874
14.8927
12/13/2021
Purchase
434
15.9621
12/13/2021
Purchase
   6
14.990476
12/15/2021
Purchase
1,100
14.9837
12/17/2021
Purchase
440
15.1267
12/23/2021
Sale
720
16.6222
01/13/2022
Purchase
1,899
16.90687
01/13/2022
Purchase
5,843
16.98
01/13/2022
Purchase
2,074
16.8707
01/14/2022
Purchase
3,295
16.4026
01/14/2022
Purchase
987
16.62163
01/14/2022
Purchase
730
16.65576
01/19/2022
Sale
275
17.1071
1/21/2022
Purchase
2,197
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
12,300
0.23

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
36,600
0.60

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
14,600
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
23,300
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
4,100
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
1,200
0.45

For account of Investment Opportunities 3 SPC
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/30/2021
Sale
7,500
15.0545
11/30/2021
Purchase
7,500
14.9348
12/01/2021
Sale
    65
15.0023
12/07/2021
Sale
 347
14.9227
12/09/2021
Sale
   32
14.9025
12/13/2021
Sale
 713
14.8927
12/13/2021
Purchase
444
15.9621
12/15/2021
Purchase
    6
14.990476
12/15/2021
Purchase
1,125
14.9837
12/15/2021
Purchase
53,370
15.1267
12/20/2021
Purchase
22,050
14.6575
12/21/2021
Sale
8,820
15.8017
12/22/2021
Sale
8,820
16.0308
12/23/2021
Sale
21,584
16.6222
01/13/2022
Purchase
1,155
 16.90687
01/13/2022
Purchase
3,555
16.98
01/13/2022
Purchase
1,262
16.8707
01/14/2022
Purchase
2,005
16.4026
01/14/2022
Purchase
601
16.62163
01/14/2022
Purchase
444
16.65576
01/19/2022
Sale
167
17.1071
01/21/2022
Purchase
1,337
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
6,700
0.23

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
22,300
0.60

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
8,900
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
14,100
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
2,500
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
700
0.45

For account of LMA SPC on behalf of MAP 98 Segregated Portfolio
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
12/13/2021
Purchase
276
15.9621
12/13/2021
Purchase
4
14.990476
12/15/2021
Purchase
700
14.9837
12/17/2021
Purchase
280
15.1267
12/23/2021
Sale
460
16.6222
01/13/2022
Purchase
2,452
16.90687
01/13/2022
Purchase
7,545
16.98
01/13/2022
Purchase
2,679
16.8707
01/14/2022
Purchase
4,256
16.4026
01/14/2022
Purchase
1,275
16.62163
01/14/2022
Purchase
 943
16.65576
01/19/2022
Sale
355
17.1071
01/21/2022
Purchase
2,837
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
16,000
0.23

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
47,300
0.60

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
18,900
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
30,000
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
5,300
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
1,500
0.45

For account of PWCM Master Fund Ltd.
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/30/2021
Purchase
1,553
14.9348
12/01/2021
Sale
362
15.0023
12/07/2021
Sale
1,937
14.9227
12/09/2021
Sale
181
14.9025
12/09/2021
Sale
3,976
14.8927
12/10/2021
Sale
5,000
14.882
12/13/2021
Purchase
2,475
15.9621
12/13/2021
Purchase
35
14.990476
12/15/2021
Purchase
6,275
14.9837
12/17/2021
Purchase
2,510
15.1267
12/22/2021
Sale
5,000
16.0456
12/23/2021
Sale
24,104
16.6222
01/03/2022
Sale
26,000
16.2306
01/04/2022
Sale
2,121
16.4617
01/04/2022
Sale
20,420
16.4288
01/04/2022
Sale
11,459
16.39813
01/04/2022
Purchase
10,000
16.2918
01/05/2022
Sale
5,000
16.53911
01/05/2022
Sale
8,600
16.55103
01/05/2022
Sale
10,200
16.5424
01/05/2022
Sale
18,200
16.49488
01/05/2022
Purchase
27,000
16.305
01/06/2022
Purchase
25,000
15.6791
01/07/2022
Purchase
5,000
15.2368
01/12/2022
Purchase
35,000
16.7919
01/13/2022
Purchase
24,023
16.90687
01/13/2022
Purchase
73,917
16.98
01/13/2022
Purchase
26,240
16.8707
01/14/2022
Purchase
41,689
16.4026
01/14/2022
Purchase
12,492
16.62163
01/14/2022
Purchase
9,240
16.65576
01/19/2022
Sale
3,474
17.1071
01/21/2022
Purchase
27,793
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
157,200
0.23

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
460,300
0.60

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
184,100
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
297,400
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
51,800
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
14,800
0.45

For account of Oceana Master Fund Ltd.
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/24/2021
Purchase
2,354
14.7154
11/26/2021
Purchase
2,354
14.5101
11/30/2021
Purchase
951
14.9348
12/01/2021
Sale
266
15.0023
12/03/2021
Purchase
4,709
14.0958
12/07/2021
Sale
1,427
14.9227
12/09/2021
Sale
133
14.9025
12/09/2021
Sale
12,349
14.8927
12/13/2021
Purchase
1,824
15.9621
12/13/2021
Purchase
26
14.990476
12/15/2021
Purchase
4,625
14.9837
12/17/2021
Purchase
1,850
15.1267
12/23/2021
Sale
3,028
16.6222
01/13/2022
Purchase
8,116
16.90687
01/13/2022
Purchase
24,971
16.98
01/13/2022
Purchase
8,865
16.8707
01/14/2022
Purchase
14,083
16.4026
01/14/2022
Purchase
4,220
16.62163
01/14/2022
Purchase
3,121
16.65576
01/19/2022
Sale
1,174
17.1071
01/21/2022
Purchase
9,389
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
52,800
0.23

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
62,600
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
156,400
0.60

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
99,600
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
17,400
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
5,000
0.45

For account of Pentwater Equity Opportunities Master Fund Ltd.
11/24/2021
Purchase
1,445
14.7154
11/26/2021
Purchase
1,445
14.5101
11/30/2021
Purchase
587
14.9348
12/01/2021
Sale
 164
15.0023
12/03/2021
Purchase
2,890
14.0958
12/07/2021
Sale
880
14.9227
12/09/2021
Sale
82
14.9025
12/09/2021
Sale
7,586
14.8927
12/13/2021
Purchase
1,124
15.9621
12/13/2021
Purchase
16
14.990476
12/15/2021
Purchase
2,850
14.9837
12/17/2021
Purchase
1,140
15.1267
12/23/2021
Sale
1,864
16.6222
01/13/2022
Purchase
8,387
16.90687
01/13/2022
Purchase
25,806
16.98
01/13/2022
Purchase
9,161
16.8707
01/14/2022
Purchase
14,555
16.4026
01/14/2022
Purchase
4,361
16.62163
01/14/2022
Purchase
3,226
16.65576
01/19/2022
Sale
1,213
17.1071
01/21/2022
Purchase
9,703
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
54,600
0.23

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
64,700
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
161,600
0.60

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
102,900
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
18,100
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
5,200
0.45

For account of Pentwater Merger Arbitrage Master Fund Ltd.
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/24/2021
Purchase
4,157
14.7154
11/26/2021
Purchase
4,157
14.5101
11/30/2021
Purchase
1,682
14.9348
12/01/2021
Sale
471
15.0023
12/03/2021
Purchase
8,313
14.0958
12/07/2021
Sale
2,523
14.9227
12/09/2021
Sale
236
14.9025
12/09/2021
Sale
21,807
14.8927
12/13/2021
Purchase
3,224
15.9621
12/13/2021
Purchase
46
   14.990476
12/15/2021
Purchase
8,175
14.9837
12/17/2021
Purchase
3,270
15.1267
12/23/2021
Sale
5,352
16.6222
01/13/2022
Purchase
18,768
16.90687
01/13/2022
Purchase
57,748
16.98
01/13/2022
Purchase
20,501
16.8707
01/14/2022
Purchase
32,570
16.4026
01/14/2022
Purchase
9,760
16.62163
01/14/2022
Purchase
7,219
16.65576
01/19/2022
Sale
2,714
17.1071
01/21/2022
Purchase
21,713
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
122,200
0.23

TRQ 16 STRIKE PUT OPTION 02/18/2022
01/06/2022
Sale
144,700
1.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/06/2022
Purchase
361,700
0.60

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/13/2022
Purchase
230,200
0.40

TRQ 14 STRIKE PUT OPTION 02/18/2022
01/14/2022
Purchase
40,400
0.447043

TRQ 18 STRIKE CALL OPTION 02/18/2022
01/21/2022
Purchase
11,500
0.45

For account of Pentwater Thanksgiving Fund LP
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/24/2021
Purchase
1,500
14.7154
11/26/2021
Purchase
1,500
14.5101
11/30/2021
Sale
2,469
15.0545
11/30/2021
Purchase
2,469
14.9348
12/01/2021
Sale
1,400
15.0023
12/03/2021
Purchase
3,000
14.0958
12/07/2021
Sale
7,500
14.9227
12/09/2021
Sale
  100
14.9025
12/09/2021
Sale
12,000
14.8927
12/10/2021
Sale
5,000
14.882
12/13/2021
Purchase
4,930
15.9621
12/13/2021
Purchase
70
14.990476
12/15/2021
Purchase
5,000
14.9837

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
7,700
0.23
12/10/2021
Purchase
15,000
0.25

For account of Pentwater Unconstrained Master Fund Ltd.
Date
Transaction Type
Number of shares of
Common Stock
Price ($)
11/30/2021
Sale
31
15.0545
11/30/2021
Purchase
31
14.9348
12/01/2021
Sale
9
15.0023
12/07/2021
Sale
46
14.9227
12/09/2021
Sale
4
14.9025
12/09/2021
Sale
95
14.8927
12/10/2021
Purchase
59
15.9621
12/13/2021
Purchase
1
14.990476
12/15/2021
Purchase
150
14.9837
12/17/2021
Purchase
7,140
15.1267
12/20/2021
Purchase
2,950
14.6575
12/21/2021
Sale
1,180
15.8017
12/22/2021
Sale
1,180
16.0308
12/23/2021
Sale
2,888
16.6222
01/13/2022
Purchase
200
16.90687
01/13/2022
Purchase
615
16.98
01/13/2022
Purchase
218
16.8707
01/14/2022
Purchase
347
16.4026
01/14/2022
Purchase
104
16.62163
01/14/2022
Purchase
77
16.65576
01/19/2022
Sale
28
17.1071
01/21/2022
Purchase
231
15.83

TRQ 12 STRIKE AMER PUT 01/21/2022
12/10/2021
Purchase
1,200
0.23

TRQ 14 STRIKE AMER PUT 02/18/2022
01/06/2022
Purchase
3,800
0.6

TRQ 16 STRIKE AMER PUT 02/18/2022
01/06/2022
Sale
1,500
1.40

TRQ 14 STRIKE AMER PUT 02/18/2022
01/13/2022
Purchase
2,500
0.4

TRQ 14 STRIKE AMER PUT 02/18/2022
01/14/2022
Purchase
400
0.447043

TRQ 18 STRIKE AMER CALL 02/18/2022
01/21/2022
Purchase
100
0.45