SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)
Prospect Acquisition Corp.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
74347T103
(CUSIP Number)
October 19, 2009
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G/A is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 7 Pages)
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*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 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 purposes 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. 74347T103 13G/A Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Arrowgrass Capital Partners (US) LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,386,338
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,386,338
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,386,338
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.4%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 74347T103 13G/A Page 3 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Arrowgrass Capital Services (US) Inc.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,386,338
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,386,338
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,386,338
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.4%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 74347T103 13G/A Page 4 of 7 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Prospect Acquisition Corp. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 9130 Galleria
Court, Suite 318, Naples, FL, 34109.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Arrowgrass Capital Partners (US) LP, a Delaware limited
partnership ("ACP"), with respect to the Common Stock directly
owned by it; and
(ii) Arrowgrass Capital Services (US) Inc., a Delaware corporation
("ACS"), with respect to the Common Stock directly owned by ACP.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons". Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is
245 Park Avenue, New York, New York 10167.
Item 2(c). Citizenship:
ACP is a limited partnership organized under the laws of the State of
Delaware. ACS is a corporation organized under the laws of the State of
Delaware.
Item 2(d). Title of Class of Securities:
Common stock, par value $0.0001 per share (the "Common Stock").
CUSIP No. 74347T103 13G/A Page 5 of 7 Pages
Item 2(e). CUSIP Number:
74347T103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Arrowgrass Capital Partners (US) LP
(a) Amount beneficially owned: 1,386,338
(b) Percent of class: 4.4%. The percentages used herein and
in the rest of Item 4 are calculated based upon the
31,250,000 shares of Common Stock issued and outstanding
as of July 31, 2009 as reported in the Form 10-Q for the
quarterly period ended June 30, 2009 filed by the
Company on August 7, 2009.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,386,338
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
1,386,338
CUSIP No. 74347T103 13G/A Page 6 of 7 Pages
B. Arrowgrass Capital Services (US) Inc.
(a) Amount beneficially owned: 1,386,338
(b) Percent of class: 4.4%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,386,338
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
1,386,338
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
CUSIP No. 74347T103 13G/A Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: October 21, 2009
Arrowgrass Capital Partners (US) LP
By: Arrowgrass Capital Services (US) Inc.,
its General Partner
/s/ Sean Flynn
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Name: Sean Flynn
Title: Director
Arrowgrass Capital Services (US) Inc.
/s/ Sean Flynn
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Name: Sean Flynn
Title: Director