CUSIP No.Y7546A122

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.1)*
 
Scorpio Bulkers Inc.
(Name of Issuer)
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
Y7546A122
(CUSIP Number)
 
December 31, 2016
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)
*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 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.Y7546A122

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Kensico Capital Management Corp.
 
13-4079277
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
Delaware
Number of Shares Beneficially
Owned by Each Reporting
Person With
5.
Sole Voting Power
-0-
6.
Shared Voting Power
-0-
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
-0-
12.
Type of Reporting Person
CO, IA

CUSIP No.Y7546A122

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Michael B. Lowenstein
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of Shares Beneficially
Owned by Each Reporting
Person With
5.
Sole Voting Power
-0-
6.
Shared Voting Power
-0-
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
-0-
12.
Type of Reporting Person
IN, HC

CUSIP No.Y7546A122

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Thomas J. Coleman
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of Shares Beneficially
Owned by Each Reporting
Person With
5.
Sole Voting Power
-0-
6.
Shared Voting Power
-0-
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
-0-
12.
Type of Reporting Person
IN, HC

CUSIP No.Y7546A122
Amendment No. 1 to Schedule 13G (Final Amendment)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on behalf of the Reporting Persons with respect to the Common Stock of the Issuer on February 16, 2016 (the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are hereby amended and restated as follows:

Item 4.   Ownership.

(a) through (c):

The information set forth in the cover pages to this Amendment No. 1 to Schedule 13G is incorporated herein by reference.  Ownership is stated as of December 31, 2016.

Item 5.   Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following:  [X]


CUSIP No.Y7546A122

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:  February 13, 2017

 
KENSICO CAPITAL MANAGEMENT CORP.
 
 
By:
/s/ Michael B. Lowenstein
   
Name:  Michael B. Lowenstein, Authorized Signatory
 
 
 
MICHAEL B. LOWENSTEIN
 
/s/ Michael B. Lowenstein
 
 
 
THOMAS J. COLEMAN
 
/s/ Thomas J. Coleman