UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. ___1____)*
TWL Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
87309T101
(CUSIP Number)
Linden Asset Management, Inc., 200 Abington Executive Park Suite 205,
Clarks Summit, PA 18411
(570) 586-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2009
(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 Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 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
initialfiling 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).
CUSIP No. 87309T101
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
Paul J. Coviello
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions)
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization United States
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 if the Aggregate Amount in Row (11) Excludes Certain Shares
13.
Percent of Class Represented by Amount in Row (11): 0
14.
Type of Reporting Person (See Instructions) IN
CUSIP No. 87309T101
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons.
Linden Growth Partners Master Fund, LP
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) :
5.
Check 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: 0
9.
Sole Dispositive Power: 0
10.
Shared Dispositive Power: 0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13.
Percent of Class Represented by Amount in Row (11): 0
14.
Type of Reporting Person (See Instructions): PN
CUSIP No. 87309T101
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons.
Linden Capital Management IV, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) :
5.
Check 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: 0
9.
Sole Dispositive Power: 0
10.
Shared Dispositive Power: 0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13.
Percent of Class Represented by Amount in Row (11): 0
14.
Type of Reporting Person (See Instructions) : OO
CUSIP No. 87309T101
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons.
Linden Asset Management, Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions):
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization: Pennsylvania
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 if the Aggregate Amount in Row (11) Excludes Certain Shares
13.
Percent of Class Represented by Amount in Row (11): 0%
14.
Type of Reporting Person (See Instructions): CO
Item 1.
Security and Issuer
The class of equity securities to which this Statement on Schedule
13D (this "Statement") relates is the common stock, no par value
per share (the "Common Stock"), of TWL Corp. (the "Issuer"), with
its principal executive offices located at 4101 International Parkway,
Carrollton, TX 75007
Item 2.Identity and Background
(a)-(c) and (f) The names of the persons filing this Statement (the
"Reporting Persons") are: (1) Linden Growth Partners Master Fund L.P.,
a Cayman Islands exempted limited partnership ("Master Fund"); (2)
Linden Capital Management IV, LLC, a Delaware limited liability company
("General Partner"); (3) Lidnen Asset Management, Inc., a Pennsylvania
corporation ("Investment Manager"); and (4) Paul J. Coviello, a United
States Citizen ("Mr. Coviello"). The General Partner serves as the
general partner of the Master Fund, and the Investment Manager serves
as the investment manager of the Master Fund. Mr. Coviello is the
controlling member of each of the General Partner and the Investment
Manager.The principal business of the Master Fund is that of a private
investment vehicle engaged in investing and trading in a wide variety
of securities and financial instruments for its own account. The
principal business of the Investment manager is providing investment
management services to the Master Fund, other private investment vehicles
and managed accounts. The principal business of the General Partner is
serving as the general partner of the Master fund. Mr. Coviello"s
principal; occupation is serving as the controlling member of the
General Partner, the Investment Manager and cetain affiliated entitites
that serve as general partner of private investment vehicles.
(d)-(e) During the last five years, none of the Reporting Persons has
been (a) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceedings 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.
Item 3.
Source and Amount of Funds or Other Consideration
The purpose of this filing is to show that the Reporting Persons no longer
has any ownership of TWL Corp.
Item 4.Purpose of Transaction
On June 18, 2007, Linden Growth Partners Master Fund, LP a Cayman Islands
exempted limited partnership ("LGPMF"), acquired the following securities
from the Issuer in a PIPE transaction (Private Placement In Public Entity):
(a) Common Stock Subscription Agreement in the original principal amount of
$1,000,000 equal to 33,333,333 shares of common stock purchased at $.03 per
share.
As of September 20, 2007, the Master Fund beneficially owned 16,666,667
shares of Common Stock, representing 17.648% of the total issued and
outstanding Common Stock (based on 188,878,008 shares outstanding as of
September 20, 2007, as reported on Form 10KSB filed by the issuer on
October 12, 2007.On October 3, 2007, the Master Fund aquired the following
securities from the Issuer in a PIPE transaction: (a) Common Stock
Subscription Agreement in the original principal amount of $350,000 equal
to 11,666,667 shares of common stock purchased at $.03 per share.
As of November 30, 2007, the Master Fund beneficially owned 45,000,000 shares
of Common Stock, representing 21.953% of the total issued and outstanding
Common Stock (based on 204,982,174 shares outstanding as of November 27, 2007,
as reported to the Reporting Persons by the Issuer).
All shares of Common Stock reported herein as being beneficially owned by the
Reporting Persons were acquired for investment purposes. Except as set forth
herein, none of the Reporting Persons has any plans or proposals that related
to or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose of, or cause to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable
in light of general investment and trading policies of the Reporting Persons,
market conditions or other factors.
As of December 29th, 2008 the Reporting Persons sold the entire amount of
TWL Corp.
Item 5.
Interest in Securities of the Issuer
(a)
As of the date of the filing of this Statement with the Commission, the Master
fund beneficially owns 0 shares of TWL Corp.
(b)
The Reporting Persons have sole power to vote or direct the vote of and to
dispose or direct the disposition of the 0 shares of Common Stock reported
herein.
(c)
The entire lot was sold on December 29th, 2008.
(d)
Not applicable
(e)
Not applicable
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming
the persons with whom such contracts, arrangements, understandings or
relationships have been entered into. Include such information for any of the
securities that are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such securities except that disclosure of standard default and similar
provisions contained in loan agreements need not be included.
Item 7.
Material to Be Filed as Exhibits
1. Joint Filing Agreement dated January 15, 2009
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.
Dated: January 15, 2009
By: /s/ Paul J Coviello
Paul J. Coviello
Linden Capital Management IV, LLC
By: /s/ Paul J Coviello
Paul J. Coviello, Managing Member
Linden Asset Management, Inc.
By: /s/ Paul J Coviello
Paul J. Coviello, Chief Executive Officer
Linden Growth Partners Master Fund, L.P.
By: Linden Capital Management IV, LLC, its general partner
By: /s/ Paul J Coviello
Paul J. Coviello, Managing Member
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D/A with
respect to the Common Stock, no par value per share, of TWL Corp dated as of
January 15, 2009 is, and any amendments thereto signed by each of the
undersignedshall be, filed pursuant to and in accordance with the provisions
of Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: January 15, 2009
By: /s/ Paul J Coviello
Paul J. Coviello
Linden Capital Management IV, LLC
By: /s/ Paul J Coviello
Paul J. Coviello, Managing Member
Linden Asset Management, Inc.
By: /s/ Paul J Coviello
Paul J. Coviello, Chief Executive Officer
Linden Growth Partners Master Fund, L.P.
By: Linden Capital Management IV, LLC, its general partner
By: /s/ Paul J Coviello
Paul J. Coviello, Managing Member
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