Edgar Filing: NuStar Energy L.P.

SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

NUSTAR ENERGY LP.

(Name of Issuer)

COMMON STOCK*

(Title of Class of Securities)

67058H102

(CUSIP Number)

December 31, 2014

(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 information required on 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).

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares


CUSIP No. 67058H102		Page 2 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Master Fund, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 78,928 (See Item 4)
		6	Shared voting power None (see Item 4)
		7	Sole dispositive power 78,928 (See Item 4)
		8	Shared dispositive power None
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 3 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global, LLC
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 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* OO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 4 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global Investments, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 5 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund, LLC
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 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* OO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 6 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 7 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund II, LLC
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 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* OO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 8 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Institutional Fund II, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 9 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Global Japan Unit Trust
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 78,928
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 78,928
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 78,928 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* OO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 10 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Master Fund, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 74,574
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 74,574
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 74,574 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 11 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Fund, L.P.
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 74,574
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 74,574
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 74,574 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* OO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 12 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Enhanced Fund, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power 74,574
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 74,574
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 74,574 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .10%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 13 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Fundamental Trading Master Fund, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power None
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power None
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person None (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares ¨ Not Applicable
11	Percent of class represented by amount in Row (9) 0%
12	Type of reporting person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 14 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Fundamental Trading Fund, L.P.
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 None
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power None
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person None (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares ¨ Not Applicable
11	Percent of class represented by amount in Row (9) 0%
12	Type of reporting person* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 15 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Atlas Fundamental Trading Fund, Ltd.
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Cayman
Number of shares beneficially owned by each reporting person with		5	Sole voting power None
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power None
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person None (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares ¨ Not Applicable
11	Percent of class represented by amount in Row (9) 0%
12	Type of reporting person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 16 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Lyxor/Balyasny Atlas Enhanced Fund Limited
2	Check the appropriate box if a member of a group* (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Jersey
Number of shares beneficially owned by each reporting person with		5	Sole voting power 7,198
		6	Shared voting power None (See Item 4)
		7	Sole dispositive power 7,198
		8	Shared dispositive power None (See Item 4)
9	Aggregate amount beneficially owned by each reporting person 7,198 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .01%
12	Type of reporting person* CO

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 17 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Balyasny Asset Management L.P.
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 160,700 (See Item 4)
		6	Shared voting power None
		7	Sole dispositive power 160,700 (See Item 4)
		8	Shared dispositive power None
9	Aggregate amount beneficially owned by each reporting person 160,700 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .21%
12	Type of reporting person* IA

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 67058H102		Page 18 of 35 Pages


1	Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Dmitry Balyasny
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 160,700 (See Item 4)
		6	Shared voting power None
		7	Sole dispositive power 160,700 (See Item 4)
		8	Shared dispositive power None
9	Aggregate amount beneficially owned by each reporting person 160,700 (See Item 4)
10	Check box if the aggregate amount in Row (9) excludes certain shares* ¨ Not Applicable
11	Percent of class represented by amount in Row (9) .21%
12	Type of reporting person* IN

*	The position is held in connection with a swap contract and therefore may not have voting rights over the underlying shares

*SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1

(a) Name of Issuer:

NuStar Energy L.P. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

2330 North Loop 1604 West

San Antonio, TX 78248

United States

Item 2

(a) – (c) This statement is filed on behalf of the following:

(1) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(2) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AG owns 11.88% of the equity interests in AMF.

(3) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 21.19% of the equity interests in AMF.

(4) Atlas Institutional Fund, LLC is a Delaware limited liability company (“AIF LLC”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AIF LLC owns 4.22% of the equity interests in AMF.

(5) Atlas Institutional Fund, Ltd. is a Cayman corporation (“AIF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF LTD owns 14.33% of the equity interests in AMF.

(6) Atlas Institutional Fund II, LLC is a Delaware limited liability company (“AIF2 LLC”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. AIF2 LLC owns 10.08% of the equity interests in AMF.

(7) Atlas Institutional Fund II, Ltd. is a Cayman corporation (“AIF2 LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AIF2 LTD owns 25.71% of the equity interests in AMF.

Page 19 of 35 Pages

(8) Atlas Global Japan Unit Trust is a Cayman exempted unit trust (“AGJ”), with its principal business office at c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Financial Centre, 11 Dr. Roy’s Drive-3^rd Floor, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies. AGJ owns 6.56% of the equity interests in AMF.

(9) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(10) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AEF LP owns 23.56% of the equity interests in AEMF.

(11) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 74.85% of the equity interests in AEMF.

(12) Atlas Fundamental Trading Master Fund Ltd. is a Cayman corporation (“AFT MASTER”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(13) Atlas Fundamental Trading Fund, L.P., is a Delaware limited partnership (“AFT LP”), with its principal business office at 181 West Madison, Suite 3600, Chicago, IL 60602. AFT LP owns 76.27% of the equity interests in AFT MASTER.

(14) Atlas Fundamental Trading Fund Ltd. is a Cayman corporation (“AFT LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AFT LTD owns 23.12% of the equity interests in AFT MASTER.

(15) Lyxor/Balyasny Atlas Enhanced Fund Limited is a Jersey limited corporation (“LYXOR”), with its registered office at 18 Esplanade, St. Helier, Jersey JE4 8RT, Channel Islands.

(16) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 181 West Madison, Suite 3600, and Chicago, IL 60602. BAM is the investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, AFT MASTER, AFT LP, AFT LTD and LYXOR.

(17) Dmitry Balyasny, a United States citizen whose business address is 181 West Madison, Suite 3600, Chicago, IL 60602. Dmitry Balyasny is the sole managing member of the general partner of BAM.

Page 20 of 35 Pages

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number: 67058H102

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4

Ownership:

AMF

(a)

Amount Beneficially Owned:

78,928

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

Page 21 of 35 Pages

(a)

Amount Beneficially Owned:

By virtue of its ownership of 11.88% of the equity interest in AMF, AG may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

AGI

(a)

Amount Beneficially Owned:

By virtue of its ownership of 21.19% of the equity interest in AMF, AGI may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

Page 22 of 35 Pages

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

(ii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

AIF LLC

(a)

Amount Beneficially Owned:

By virtue of its ownership of 4.22% of the equity interest in AMF, AIF LLC may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

Page 23 of 35 Pages

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

AIF LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 14.33% of the equity interest in AMF, AIF LTD may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

Page 24 of 35 Pages

AIF2 LLC

(a)

Amount Beneficially Owned:

By virtue of its ownership of 10.08% of the equity interest in AMF, AIF2 LLC may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

AIF2 LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 25.71% of the equity interest in AMF, AIF2 LTD may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

Page 25 of 35 Pages

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

AGJ

(a)

Amount Beneficially Owned:

By virtue of its ownership of 6.56% of the equity interest in AMF, AGJ may be deemed to beneficially own the 78,928 Shares of the Company’s Common Stock beneficially owned by AMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

78,928

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

78,928

(iv)

Shared power to dispose or to direct disposition of:

None

Page 26 of 35 Pages

AEMF

(a)

Amount Beneficially Owned:

74,574

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

74,574

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

74,574

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 23.56% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 74,574 Shares of the Company’s Common Stock beneficially owned by AEMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

74,574

Page 27 of 35 Pages

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

74,574

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 74.85% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 74,574 Shares of the Company’s Common Stock beneficially owned by AEMF.

(b)

Percent of Class:

.10%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

74,574

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

74,574

(iv)

Shared power to dispose or to direct disposition of:

None

Page 28 of 35 Pages

AFT MASTER

(a)

Amount Beneficially Owned:

None

(b)

Percent of Class:

0.00%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

None

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

None

(iv)

Shared power to dispose or to direct disposition of:

None

AFT LP

(a)

Amount Beneficially Owned:

None

(b)

Percent of Class:

0.00%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

None

(ii)

Shared power to vote or to direct vote:

None

Page 29 of 35 Pages

(iii)

Sole power to dispose or direct disposition of:

None

(iv)

Shared power to dispose or to direct disposition of:

None

AFT LTD

(a)

Amount Beneficially Owned:

None

(b)

Percent of Class:

0.00%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

None

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

None

(iv)

Shared power to dispose or to direct disposition of:

None

LYXOR

(a)

Amount Beneficially Owned:

7,198

Page 30 of 35 Pages

(b)

Percent of Class:

.01%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

7,198

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

7,198

(iv)

Shared power to dispose or to direct disposition of:

None

BAM

(a)

Amount Beneficially Owned:

By virtue of its position as investment manager to each of AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, AFT MASTER, AFT LP, AFT LTD and LYXOR, BAM may be deemed to beneficially own the 160,700 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AIF LLC, AIF LTD, AIF2 LLC, AIF2 LTD, AGJ, AEMF, AEF LP, AEF LTD, AFT MASTER, AFT LP, AFT LTD and LYXOR.

(b)

Percent of Class:

.21%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

160,700

Page 31 of 35 Pages

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

160,700

(iv)

Shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

(a)

Amount Beneficially Owned:

By virtue of his position as the sole managing member of the general partner of BAM, Mr. Balyasny may be deemed to beneficially own the 160,700 Shares of the Company’s Common Stock beneficially owned by BAM.

(b)

Percent of Class:

.21%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

160,700

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

160,700

(iv)

Shared power to dispose or to direct disposition of:

None

Page 32 of 35 Pages

Item 5

Ownership of Five Percent or Less of a Class:

Applicable

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:

By signing below I certify that, to the best of my 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.

Page 33 of 35 Pages

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 13, 2015


ATLAS MASTER FUND, LTD.		ATLAS GLOBAL, LLC

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder Authorized Signatory	Scott Schroeder
	Scott Schroeder Authorized Signatory	Authorized Signatory

ATLAS GLOBAL INVESTMENTS, LTD.		ATLAS INSTITUTIONAL FUND, LLC

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS INSTITUTIONAL FUND, LTD.		ATLAS INSTITUTIONAL FUND II, LLC

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS INSTITUTIONAL FUND II, LTD.		ATLAS GLOBAL JAPAN UNIT TRUST

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Representative

Page 34 of 35 Pages


ATLAS ENHANCED MASTER FUND, LTD.		ATLAS ENHANCED FUND, L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS ENHANCED FUND, LTD.		ATLAS FUNDAMENTAL TRADING MASTER FUND LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS FUNDAMENTAL TRADING FUND, L.P.		ATLAS FUNDAMENTAL TRADING FUND, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

LYXOR/BALYASNY ATLAS ENHANCED FUND LIMITED		BALYASNY ASSET MANAGEMENT L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Representative		Authorized Signatory

DMITRY BALYASNY

By:	/s/ Scott Schroeder
	Scott Schroeder
	Authorized Representative

Page 35 of 35 Pages