Sec Form 3 Filing - Glendon Capital Management LP @ FTS International, Inc. - 2020-11-19

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Glendon Capital Management LP
2. Issuer Name and Ticker or Trading Symbol
FTS International, Inc. [ FTSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2425 OLYMPIC BLVD., SUITE 500E
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2020
(Street)
SANTA MONICA, CA90404
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share ( 1 ) 1,760,675 I See Footnote. ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glendon Capital Management LP
2425 OLYMPIC BLVD., SUITE 500E
SANTA MONICA, CA90404
X X
Signatures
Glendon Capital Management, L.P. ; Haig Maghakian 11/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities beneficially owned, directly or indirectly, by the reporting person were acquired on November 19, 2020 in connection with FTS International, Inc. ("FTSI") emerging from its Chapter 11 bankruptcy proceedings. Pursuant to the Joint Prepackaged Chapter 11 Plan of Reorganization of FTS International, Inc. and its Debtor Affiliates (the "Plan"), reorganized FTSI distributed shares of its Class A Common Stock, par value $0.01 per share, to (i) the holders (the "Noteholders") of FTSI's 6.25% senior secured notes due May 1, 2022 (the "Notes"), including the Glendon Investors (defined below), and (ii) holders of FTS Common Interests (as defined in the Plan), including certain of the Glendon Investors.
( 2 )The reported securities are beneficially owned directly by certain private funds and certain other advisory clients of Glendon Capital Management, LP ("GCM"), which hold less than 10% of FTSI's common stock (collectively the "Glendon Investors"). GCM is the investment manager of the Glendon Investors, and has voting and dispositive power over the reported securities held directly by the Glendon Investors.

Remarks:
Christopher Sayer, a partner in GCM, is a director on FTSI's board of directors designated by the Noteholders party to the Third Amended and Restated Restructuring Support Agreement among FTSI and certain of its creditors holdings at least 50.01% of the aggregate principal amount of the Notes held by such Noteholders. As a result, GCM may be deemed a director by deputization of reorganized FTSI solely for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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