greenlight_13gaensco.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  2)*
 

Ensco plc
(Name of Issuer)

Class A Ordinary Shares, par value $0.10 per share
(Title of Class of Securities)

 
26874Q109
  
(CUSIP Number)

December 31, 2011
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [  ]           Rule 13d-1(b)
 
 [x]           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.  Beneficial ownership information contained herein is given as of the date listed above.
 
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. 26874Q109


1
Names of Reporting Persons.
Greenlight Capital, L.L.C.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
1,666,281 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
1,666,281 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,666,281 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.7%**
  
12
Type of Reporting Person (See Instructions)
OO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109


1
Names of Reporting Persons.
Greenlight Capital, Inc.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
3,721,180 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
3,721,180 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,721,180 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
1.6%**
  
12
Type of Reporting Person (See Instructions)
CO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109


 
1
Names of Reporting Persons.
DME Management GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
373,192 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
373,192 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
373,192 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.2%**
  
12
Type of Reporting Person (See Instructions)
OO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109


 
1
Names of Reporting Persons.
DME Advisors, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
760,900 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
760,900 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
760,900 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.3%**
  
12
Type of Reporting Person (See Instructions)
PN
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109


 
1
Names of Reporting Persons.
DME Capital Management, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
569,758 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
569,758 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
569,758 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.2%**
  
12
Type of Reporting Person (See Instructions)
PN
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109


 
1
Names of Reporting Persons.
DME Advisors GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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 shares
6    Shared Voting Power
1,330,658 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
1,330,658 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,658 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.6%**
  
12
Type of Reporting Person (See Instructions)
OO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109


 
1
Names of Reporting Persons.
David Einhorn
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
U.S. Citizen
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
5,051,838 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
5,051,838 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,051,838 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
2.1%**
  
12
Type of Reporting Person (See Instructions)
IN
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 26874Q109

AMENDMENT NO. 2 TO SCHEDULE 13G
 
This Amendment No. 2 (the “Amendment”) to the Schedule 13G relating to Class A Ordinary Shares, par value $0.10 (the “Class A Ordinary Shares”), of Ensco plc, a public limited company incorporated under English law (the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on July 12, 2010, as amended by Amendment No. 1 filed with the SEC on February 14, 2011.  This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Management GP, LLC, a Delaware limited liability company (“DME Management GP”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors GP, LLC, a Delaware limited liability company that serves as general partner to DME Advisors (“DME GP” and together with Greenlight LLC, Greenlight Inc., DME Management GP, DME Advisors and DME CM, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
 
This Amendment relates to Class A Ordinary Shares of the Issuer purchased by Greenlight for the accounts of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”) of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital Offshore Partners (“Greenlight Offshore”) for which Greenlight Inc. acts as investment manager, (iv) a managed account for which DME Advisors acts as investment manager (the “Managed Account”), (v) Greenlight Capital (Gold), LP (“Greenlight Gold”) of which DME Management GP is the general partner and for which DME CM acts as investment manager and (vi) Greenlight Capital Offshore Master (Gold), Ltd. (“Greenlight Gold Offshore”) for which DME CM acts as investment manager.  DME GP is the general partner of DME Advisors and of DME CM.  Class A Ordinary Shares of the Issuer referred to herein are held through American depositary shares.
 
This Amendment is being filed to amend and restate Items 4 and 5 as follows:
 
Item 4
Ownership:
 
Item 4(a)
Amount Beneficially Owned:
 
 
i)
Greenlight LLC may be deemed the beneficial owner of an aggregate of 1,666,281 Class A Ordinary Shares held for the accounts of Greenlight Fund and Greenlight Qualified.

 
ii)
Greenlight Inc. may be deemed the beneficial owner of an aggregate of 3,721,180 Class A Ordinary Shares held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.

 
iii)
DME Management GP may be deemed the beneficial owner of 373,192 Class A Ordinary Shares held for the account of Greenlight Gold.

 
iv)
DME Advisors may be deemed the beneficial owner of 760,900 Class A Ordinary Shares held for the account of the Managed Account.

 
v)
DME CM may be deemed the beneficial owner of 569,758 Class A Ordinary Shares held for the accounts of Greenlight Gold and Greenlight Gold Offshore.

 
vi)
DME GP may be deemed the beneficial owner of 1,330,658 Class A Ordinary Shares held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed Account.

 
vii)
Mr. Einhorn may be deemed the beneficial owner of 5,051,838 Class A Ordinary Shares. This number consists of: (A) an aggregate of 1,666,281 Class A Ordinary Shares held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 2,054,899 Class A Ordinary Shares held for the account of Greenlight Offshore, (C) 373,192 Class A Ordinary Shares held for the account of Greenlight Gold, (D) 196,566 Class A Ordinary Shares held for the account of Greenlight Gold Offshore and (E) 760,900 Class A Ordinary Shares held for the Managed Account.

The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of Class A Ordinary Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore or the Managed Account.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any Class A Ordinary Shares, if applicable.

 
 
 
CUSIP No. 26874Q109


Item 4(b)
Percent of Class:
 
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of Class A Ordinary Shares beneficially owned by each of the Reporting Persons by 235,800,000, the number of Class A Ordinary Shares outstanding as of September 30, 2011, as reported in Form 10-Q filed by the Issuer on November 3, 2011 with the SEC.

Item 4(c)        Number of shares as to which each such person has voting and dispositive power:

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ




 
 
 
CUSIP No. 26874Q109

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.
 
Date:              February 14, 2012
GREENLIGHT CAPITAL, L.L.C.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
GREENLIGHT CAPITAL, INC.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME MANAGEMENT GP, LLC
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME ADVISORS, LP
 
By: DME Advisors GP, LLC,
its general partner

By: /s/DANIEL ROITMAN 
Daniel Roitman
Chief Operating Officer

 
DME CAPITAL MANAGEMENT, LP
 
By: DME Advisors GP, LLC,
its general partner

By: /s/DANIEL ROITMAN 
Daniel Roitman
Chief Operating Officer

 
DME ADVISORS GP, LLC
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

/s/DANIEL ROITMAN**                                                           
Daniel Roitman, on behalf of David Einhorn
 
* The Joint Filing Agreement, executed by and among the Reporting Persons, filed with the Schedule 13G filed with the Securities and Exchange Commission on July 12, 2010 by the Reporting Persons with respect to the Issuer, is hereby incorporated by reference.

** The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.