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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment No. 1)*
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PennyMac Mortgage Investment Trust
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(Name of Issuer)
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Common Shares of Beneficial Interest
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(Title of Class of Securities)
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70931T103
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(CUSIP Number)
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December 31, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 10 Pages)
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CUSIP No. 70931T103
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13G/A
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Blue Ridge Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
New York
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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
1,514,800
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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
1,514,800
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.43%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 70931T103
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13G/A
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Blue Ridge Offshore Master Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Cayman Islands, BWI
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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
869,200
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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
869,200
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
869,200
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.12%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 70931T103
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13G/A
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Blue Ridge Capital, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
New York
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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
2,384,000
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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
2,384,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,384,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.55%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 70931T103
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13G/A
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
John A. Griffin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
United States
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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
2,384,000
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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
2,384,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,384,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.55%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 70931T103
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13G/A
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Page 6 of 10 Pages
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| This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on August 7, 2009 (the "Schedule 13G") with respect to Common Shares, par value $0.01 per share (the "Shares") of the Company. Capitalized terms used herein and not otherwise defined in the Amendment have the meanings set forth in the Schedule 13G. |
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Item 1 (a).
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NAME OF ISSUER.
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The name of the issuer is PennyMac Mortgage Investment Trust (the “Company”).
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The Company’s principal executive offices are located at 27001 Agoura Road, Calabasas, CA 91301.
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Blue Ridge Limited Partnership, a New York limited partnership ("BRLP"), with respect to the Common Shares (as defined in Item 2(d) below) directly held by it;
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(ii)
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Blue Ridge Offshore Master Limited Partnership, a Cayman Islands exempted limited partnership ("BROMLP"), with respect to the Common Shares directly held by it;
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(iii)
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Blue Ridge Capital, L.L.C., a New York limited liability company ("BRC"), which serves as the Investment Manager to BRLP and BROMLP, with respect to the Common Shares directly held by BRLP and BROMLP;
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(iv)
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John A. Griffin with respect to the Common Shares directly held by BRLP and BROMLP.
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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.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of Mr. Griffin, BRLP and BRC is 660 Madison Avenue, 20th Floor, New York, NY 10065-8405. The address of the business office of BROMLP is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
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Item 2(c).
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CITIZENSHIP:
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BRLP is a limited partnership organized under the laws of the State of New York. BROMLP is an exempted limited partnership organized under the laws of the Cayman Islands. BRC is a limited liability company organized under the laws of the State of New York. Mr. Griffin is a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Shares of Beneficial Interest, $0.01 par value (the "Common Shares")
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CUSIP No. 70931T103
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13G/A
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Page 7 of 10 Pages
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Item 2(e).
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CUSIP NUMBER:
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70931T103
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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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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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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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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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 78c);
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(f)
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F) ,
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(g)
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
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(h)
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Savings Association 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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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
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Item 4.
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OWNERSHIP.
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The percentages used herein are calculated based upon 27,874,200 Common Shares issued and outstanding, as reflected in the Company's Form 10-Q for the quarterly period ended September 30, 2011, filed on November 4, 2011.
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A.
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BRLP
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(a)
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Amount beneficially owned: 1,514,800
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(b)
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Percent of class: 5.43%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 1,514,800
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition of: 1,514,800
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CUSIP No. 70931T103
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13G/A
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Page 8 of 10 Pages
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B.
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BROMLP
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(a)
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Amount beneficially owned: 869,200
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(b)
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Percent of class: 3.12%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 869,200
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 869,200
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C.
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BRC
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(a)
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Amount beneficially owned: 2,384,000
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(b)
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Percent of class: 8.55%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,384,000
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 2,384,000
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D.
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John A. Griffin
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(a)
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Amount beneficially owned: 2,384,000
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(b)
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Percent of class: 8.55%
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 2,384,000
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 2,384,000
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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 five percent of the class of securities, check the following [ ].
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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CUSIP No. 70931T103
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13G/A
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Page 9 of 10 Pages
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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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.
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CUSIP No. 70931T103
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13G/A
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Page 10 of 10 Pages
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| BLUE RIDGE LIMITED PARTNERSHIP | |||
| By: |
Blue Ridge Capital, L.L.C., as its
Investment Manager
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By:
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/s/ John A. Griffin | |
| Name: | John A. Griffin | ||
| Title: | Managing Member | ||
| BLUE RIDGE OFFSHORE MASTER LIMITED PARTNERSHIP | |||
| By: | Blue Ridge Capital, L.L.C., as its Investment Manager | ||
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By:
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/s/ John A. Griffin | |
| Name: | John A. Griffin | ||
| Title: | Managing Member | ||
| BLUE RIDGE CAPITAL, L.L.C. | |||
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By:
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/s/ John A. Griffin | |
| Name: | John A. Griffin | ||
| Title: | Managing Member | ||
| JOHN A. GRIFFIN | |||
| /s/ John A. Griffin | |||