Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Six copies of this statement, including all exhibits, should be filed with the Commission.  See § 240.13d-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 ("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).

(1) Solely in its capacity as manager of OCM Spirit Holdings III-A, LLC, POF Spirit Domestic Holdings, LLC and POF Spirit Foreign Holdings, LLC.

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(1) Solely in its capacity as general partner of Oaktree Capital Management, L.P.

3

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and the sole shareholder of Oaktree Holdings, Inc.

4

(1) Solely in its capacity as the manager of Oaktree Capital Group, LLC.

5

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(1) Solely in its capacity as a member of OCM Spirit Holdings III-A, LLC, POF Spirit Domestic Holdings, LLC and POF Spirit Foreign Holdings, LLC.

7

(1) Solely in its capacity as a member of OCM Spirit Holdings III-A, LLC, POF Spirit Domestic Holdings, LLC and POF Spirit Foreign Holdings, LLC.

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(1) Solely in its capacity as general partner of OCM Principal Opportunities Fund III, L.P.

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(1) Solely in its capacity as general partner of OCM Principal Opportunities Fund III GP, L.P. and OCM Principal Opportunities Fund II, L.P.

10

(1) Solely in its capacity as general partner of Oaktree Fund GP I, L.P.

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(1) Solely in its capacity as general partner of Oaktree Capital I, L.P.

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(1) Solely in its capacity as managing member of OCM Holdings I, LLC.

** This percentage assumes that all outstanding Shares of the Issuer are shares of voting common stock. If shares of non-voting common stock of the Issuer are issued in exchange for presently outstanding Shares, this percentage would be slightly higher.

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The following constitutes Amendment No. 3 (“Amendment  No. 3”) to the Schedule 13D filed by OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group Holdings GP, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund III GP, L.P., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC and Oaktree Holdings, LLC, on June 3, 2011 (the “Original Schedule 13D,” and as amended by Amendment No. 1 filed on January 3, 2012 and Amendment No. 2 filed on January 27, 2012, the “Schedule 13D”).  This Amendment No. 3 amends the Schedule 13D, as specifically set forth below.  Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Original Schedule 13D.

Item 2.  Identity and Background

Item 2(a) is amended and restated to read as follows:

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Item 3.  Source and Amount of Funds or Other Consideration

No change except for the addition of the following:

On May 7, 2012, (i) Holdings III-A sold an aggregate of 2,767,515 shares of Common Stock, (ii) POF Domestic Holdings sold an aggregate of 781,335 shares of Common Stock, and (iii) POF Foreign Holdings sold an aggregate of 73,483 shares of Common Stock (the “Sale”).

After giving effect to the Sale, (i) Holdings III-A is the direct beneficial owner of 7,177,860 shares of Common Stock, (ii) POF Domestic Holdings is the direct beneficial owner of 2,026,480 shares of Common Stock, and (iii) POF Foreign Holdings is the direct beneficial owner of 190,588 shares of Common Stock.

Item 5.  Interest in Securities of the Issuer

Items 5(a) and 5(b) are amended and restated to read as follows:

(a) To the knowledge of the Reporting Persons, as of April 24, 2012, there are 72,516,228 shares issued and outstanding.

As of the date hereof, (i) Holdings III-A directly owns 7,177,860 shares of Common Stock, representing approximately 9.9%** of the number of outstanding shares of Common Stock, (ii) POF Domestic Holdings directly owns 2,026,480 shares of Common Stock, representing 2.8%** of the number of outstanding shares of Common Stock, and (iii) POF Foreign Holdings directly owns 190,588 shares, representing 0.3%** of the number of outstanding shares of Common Stock.

Capital Management, in its capacity as manager Holdings III-A, POF Domestic Holdings and POF Foreign Holdings (together, the “OCM Entities”) has the ability to direct the management of each of the OCM Entities’ business, including the power to direct the decisions of each of the OCM Entities regarding the vote and disposition of securities held by each of the OCM Entities; therefore, Capital Management may be deemed to have indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

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OHI, in its capacity as general partner of Capital Management, has the ability to direct the management of Capital Management’s business, including the power to direct the decisions of Capital Management regarding the vote and disposition of securities held by the OCM Entities; therefore, Capital Management may be deemed to have indirect beneficial ownership of the 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock ) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

OCG, in its capacity as the managing member of Oaktree Holdings, LLC, has the ability to direct the management of Oaktree Holdings, LLC’s business, including the power to direct the decisions of Oaktree Holdings, LLC regarding the vote and disposition of securities held by the OCM Entities. Additionally, OCG, in its capacity as the sole shareholder of OHI, has the ability to appoint and remove directors of OHI and as such, may indirectly control the decisions of OHI regarding the vote and disposition of securities held by the OCM Entities; therefore, OCG may be deemed to have indirect beneficial ownership of the 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability to appoint and remove the directors of OHI and, as such, may indirectly control the decisions of OCG, including the power to direct the decisions of OCGH LP regarding the vote and disposition of securities held by the OCM Entities; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

POF II, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings, may be deemed to have a direct pecuniary interest in 3,477,425 shares of Common Stock (approximately 4.8%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by OCM Entities.

POF III, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings, may be deemed to have a direct pecuniary interest in 5,917,502 shares of Common Stock (approximately 8.2%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

Fund III GP, in its capacity as general partner of POF III, may be deemed to have an indirect beneficial ownership of 5,917,502 shares of Common Stock (approximately 8.2%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

Oaktree GP, in its capacity as general partner of POF II and Fund III GP, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

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Oaktree LP, in its capacity as general partner of Oaktree GP, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

OCM Holdings, in its capacity as general partner of Oaktree LP, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

OHL, in its capacity as managing member of OCM Holdings, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

(b) With respect to the shares of Common Stock reported herein, each of Holdings III-A, Capital Management, OHI, OCG, and OCGH GP may be deemed to have sole voting and dispositive power to direct the vote and disposition of the shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Holdings III-A, or by any of the Covered Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Holdings III-A, and each Covered Person.

** This percentage assumes that all outstanding Shares of the Issuer are shares of voting common stock. If shares of non-voting common stock of the Issuer are issued in exchange for presently outstanding Shares, this percentage would be slightly higher.

Item 7.  Material to be Filed as Exhibits

Exhibit 1:                A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  May 9, 2012

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