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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
67076P102 |
1 | NAMES OF REPORTING PERSONS Southpoint Capital Advisors LP |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,932,780** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,932,780** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,932,780** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.77%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
2
CUSIP No. |
67076P102 |
1 | NAMES OF REPORTING PERSONS Southpoint GP, LP |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,932,780** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,932,780** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,932,780** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.77%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
CUSIP No. |
67076P102 |
1 | NAMES OF REPORTING PERSONS Southpoint Capital Advisors LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,932,780** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,932,780** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,932,780** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.77%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
4
CUSIP No. |
67076P102 |
1 | NAMES OF REPORTING PERSONS Southpoint GP, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,932,780** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,932,780** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,932,780** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.77%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
5
CUSIP No. |
67076P102 |
1 | NAMES OF REPORTING PERSONS Robert W. Butts |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,932,780** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,932,780** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,932,780** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.77%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
6
CUSIP No. |
67076P102 |
1 | NAMES OF REPORTING PERSONS John S. Clark II |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,932,780** | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,932,780** | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,932,780** | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.77%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
7
Item 1(a) | Name of Issuer. |
Item 1(b) | Address of Issuers Principal Executive Offices. |
Item 2(a) | Name of Person Filing. |
(1) | Southpoint Capital Advisors, LP |
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(2) | Southpoint GP, LP |
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(3) | Southpoint Capital Advisors, LLC |
||
(4) | Southpoint GP, LLC |
||
(5) | Robert W. Butts |
||
(6) | John S. Clark II |
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
(1) | For all Filers: 623 Fifth Avenue, Suite 2601 New York, NY 10022 (212) 692-6350 |
Item 2(c) | Citizenship or Place of Organization. |
(1) | Southpoint Capital Advisors LP is a Delaware limited
partnership. |
||
(2) | Southpoint GP, LP is a Delaware limited partnership. |
||
(3) | Southpoint Capital Advisors LLC is a Delaware limited liability
company. |
||
(4) | Southpoint GP, LLC is a Delaware limited liability company. |
||
(5) | Robert W. Butts is a U.S. citizen. |
||
(6) | John S. Clark II is a U.S. citizen. |
||
Item 2(d) | Title of Class of Securities. |
Item 2(e) | CUSIP Number. |
Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
Item 4 | Ownership. |
(a) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint
Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial
owners of 2,932,780 shares of Common Shares. |
||
(b) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint
Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial
owners of 9.77% of the outstanding shares of Common Shares. This percentage
was determined by dividing 2,932,780 by 30,021,626, the number of Common Shares
issued and outstanding as of November 14, 2008, as reported in the Issuers
report on form 6-K filed November 14, 2008. |
||
(c) | Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint
Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and
dispose of the 2,932,780 shares of Common Shares beneficially owned. |
Item 10 | Certification. |
SOUTHPOINT CAPITAL ADVISORS, LP By: Southpoint Capital Advisors LLC its general partner |
||||
By: | /s/ Robert W. Butts | |||
Name: | Robert W. Butts | |||
Title: | Manager | |||
SOUTHPOINT GP, LP By: Southpoint GP, LLC its general partner |
||||
By: | /s/ Robert W. Butts | |||
Name: | Robert W. Butts | |||
Title: | Manager | |||
SOUTHPOINT CAPITAL ADVISORS, LLC |
||||
By: | /s/ Robert W. Butts | |||
Name: | Robert W. Butts | |||
Title: | Manager | |||
SOUTHPOINT GP, LLC |
||||
By: | /s/ Robert W. Butts | |||
Name: | Robert W. Butts | |||
Title: | Manager | |||
/s/ Robert W. Butts | ||||
Robert W. Butts | ||||
/s/ John S. Clark II | ||||
John S. Clark II | ||||