CUSIP No.
02314M108
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SCHEDULE 13G/A
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Page 7
of 14 Pages
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1
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NAME OF REPORTING
PERSONS
TPG-Axon International GP, LLC ("InternationalGP")
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,376,572 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,376,572 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,376,572 shares of Common Stock
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
02314M108
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SCHEDULE 13G/A
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Page
8 of 14 Pages
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1
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NAME OF REPORTING
PERSONS
Dinakar Singh LLC ("Singh LLC")
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,906,769 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,906,769 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,906,769 shares of Common Stock
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
02314M108
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SCHEDULE 13G/A
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Page
9 of 14 Pages
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1
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NAME OF REPORTING
PERSONS
Dinakar Singh ("Mr. Singh")
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,906,769 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,906,769 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,906,769 shares of Common Stock
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
02314M108
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SCHEDULE 13G/A
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Page 10
of 14 Pages
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Item 1.
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(a) Name of Issuer
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Amaya Inc.
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(b) Address of Issuer’s Principal
Executive Offices
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7600 Trans Canada Hwy
Pointe-Claire
Quebec
H9R 1C8, Canada
Item 2.
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(a) Name of Person Filing
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting
Persons":
(i)
TPG-Axon Management LP ("TPG-Axon Management"), a Delaware limited partnership, with respect to the Shares reported in this
Schedule 13G/A held by TPG-Axon Partners, LP ("TPG-Axon Domestic"), and TPG-Axon International, L.P. ("TPG-Axon
International” and together with TPG-Axon Domestic, the "Funds").
(ii)
TPG-Axon Partners GP, L.P. ("PartnersGP"), a Delaware limited partnership, which serves as the general partner of TPG-Axon
Domestic and the managing member of TPG-Axon International GP, LLC ("InternationalGP"), with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon
Management and held by the Funds.
(iii) TPG-Axon GP, LLC ("GPLLC"), a Delaware limited liability company, which serves as the general partner of TPG-Axon Management
and PartnersGP, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
(iv) TPG-Axon Domestic, a Delaware limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held
by it.
(v)
TPG-Axon International, a Cayman Islands exempted limited partnership, with respect to the Shares reported in this Schedule 13G/A directly held by it.
(vi) InternationalGP, a Delaware limited liability company, which serves as the general partner
of TPG-Axon International, with respect to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held
by TPG-Axon International.
(vii)
Dinakar Singh LLC ("Singh LLC"), a Delaware limited liability company which serves as the managing member of GPLLC, with respect
to the Shares reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
(viii)
Dinakar Singh ("Mr. Singh"), an individual who serves as the managing member of Singh LLC, with respect to the Shares
reported in this Schedule 13G/A managed by TPG-Axon Management and held by the Funds.
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(b) Address
of Principal Business Office, or, if none, Residence
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(All, except TPG-Axon International)
888 Seventh Avenue
38th Floor
New
York, New York 10019
TPG-Axon International
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
Delaware (all, except TPG-Axon International and Mr. Singh); TPG-Axon International:
Cayman Islands; Mr. Singh is a United States citizen.
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(d) Title of Class of Securities
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Common Stock, par value $0.00 per share (the "Shares")
02314M108
CUSIP
No. 02314M108
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SCHEDULE 13G/A
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Page 11
of 14 Pages
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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If this statement is filed pursuant to
Rule 13d-1(c), check this box [ ].
CUSIP
No. 02314M108
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SCHEDULE 13G/A
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Page
12 of 14 Pages
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Item
4. Ownership
TPG-Axon Management, as investment manager to the Funds, has the power to direct the disposition and voting of the Shares held
by the Funds. InternationalGP is the general partner of TPG-Axon International. PartnersGP is the general partner of TPG-Axon
Domestic and the managing member of InternationalGP. GPLLC is the general partner of PartnersGP and TPG-Axon Management. Singh
LLC is a managing member of GPLLC. Mr. Singh, an individual, is the managing member of Singh LLC and in such capacity may
be deemed to control Singh LLC, GPLLC and TPG-Axon Management, and therefore may be deemed the beneficial owner of the Shares
held by the Funds.
Each of Singh LLC, GPLLC, PartnersGP, InternationalGP, and Mr. Singh disclaim beneficial ownership of all of the shares of
Common Stock reported in this 13G/A.
A. TPG-Axon
Management
(a) Amount beneficially owned:
5,906,769 shares of Common Stock
(b) Percent of class: 4.1%
(All percentages of beneficial ownership reported in this Schedule 13G/A are based on the 144,995,677 outstanding shares of Common
Stock reported in the Management's Discussion and Analysis for the three and nine months ended September 30, 2016, as furnished to the SEC
on November 14, 2016 as Exhibit 99.3 to its Form 6-K.)
(c) Number of shares as to which the person
has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 5,906,769 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 5,906,769 shares of Common Stock
B. PartnersGP
(a) Amount beneficially owned:
5,906,769 shares of Common Stock
(b) Percent of class: 4.1%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 5,906,769 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 5,906,769 shares of Common Stock
C. GPLLC
(a) Amount beneficially owned:
5,906,769 shares of Common Stock
(b) Percent of class: 4.1%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 5,906,769 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 5,906,769 shares of Common Stock
D. TPG-Axon
Domestic
(a) Amount beneficially owned:
2,530,197 shares of Common Stock
(b) Percent of class: 1.7%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 2,530,197 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 2,530,197 shares of Common Stock
E. TPG-Axon
International
(a) Amount beneficially owned:
3,376,572 shares of Common Stock
(b) Percent of class: 2.3%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 3,376,572 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 3,376,572 shares of Common Stock
F. InternationalGP
(a)
Amount beneficially owned: 3,376,572 shares of Common Stock
(b) Percent of class: 2.3%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 3,376,572 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 3,376,572 shares of Common Stock
G. Singh LLC
(a) Amount beneficially owned:
5,906,769 shares of Common Stock
(b) Percent of class: 4.1%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 5,906,769 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 5,906,769 shares of Common Stock
H. Mr. Singh
(a) Amount beneficially owned:
5,906,769 shares of Common Stock
(b) Percent of class: 4.1%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 5,906,769 shares of Common Stock
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 5,906,769 shares of Common Stock
CUSIP No. 02314M108
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SCHEDULE 13G/A
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Page 13
of 14 Pages
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Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 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 or Control Person
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
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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. 02314M108
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SCHEDULE 13G/A
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Page 14
of 14 Pages
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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.
Dated: February 14, 2017
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TPG-Axon Management LP
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By: TPG-Axon GP, LLC, general partner
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Chief Executive Officer
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TPG-Axon Partners GP, L.P.
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By: TPG-Axon GP, LLC, general partner
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Chief Executive Officer
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TPG-Axon GP, LLC
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Chief Executive Officer
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TPG-Axon Partners, LP
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By: TPG-Axon Partners GP, L.P., general partner
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By: TPG-Axon GP, LLC, general partner
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Chief Executive Officer
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TPG-Axon International, L.P.
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By: TPG-Axon International GP, LLC, general partner
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By: TPG-Axon Partners GP, L.P., managing member
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By: TPG-Axon GP, LLC, general partner
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Chief Executive Officer
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TPG-Axon International GP, LLC
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By: TPG-Axon Partners GP, L.P., managing member
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By: TPG-Axon GP, LLC, general partner
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Chief Executive Officer
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Dinakar Singh LLC
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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Title:
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Managing Member
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By:
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/s/ Dinakar Singh
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Name:
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Dinakar Singh
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