Sec Form 3 Filing - Glendon Capital Management LP @ PYXUS INTERNATIONAL, INC. - 2020-08-24

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
PYXUS INTERNATIONAL, INC. [ PYXSQ]
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)
08/24/2020
(Street)
SANTA MONICA, CA90404
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock ( 1 ) 7,938,792 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
Glend on Capital Management LP
2425 OLYMPIC BLVD., SUITE 500E
SANTA MONICA, CA90404
X X
Glendon Opportunities Fund, L.P.
MAPLES CORPORATE SERVICES LTD.
UGLAND HOUSE, SOUTH CHURCH STREET
GRAND CAYMAN, E9KY1-1104
X
Glendon Opportunities Fund II, L.P.
WALKERS CORPORATE LIMITED
CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
Signatures
Glendon Capital Management, L.P. ; Haig Maghakian 09/02/2020
Signature of Reporting Person Date
Glendon Opportunities Fund, L.P.; By Glendon Capital Associates, LLC General Partner; Haig Maghakian 09/02/2020
Signature of Reporting Person Date
Glendon Opportunities Fund II, L.P.; By Glendon Capital Associates II, LLC General Partner; Haig Maghakian 09/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities beneficially owned, directly or indirectly, by the reporting persons were acquired on August 24, 2020 in connection with Pyxus International, Inc. (the "Issuer") emerging from Chapter 11 bankruptcy as the successor issuer to Old Holdco, Inc. (formerly known as Pyxus International, Inc. ("Old Pyxus")). Pursuant to the Chapter 11 plan of reorganization of Old Pyxus (the "Plan"), Old Pyxus distributed shares of the Issuer's common stock to (i) holders of the Second Lien Notes Claims (as defined in the Plan), including the Glendon Investors (as defined below), and (ii) holders of claims under the debtor in possession credit facility of Old Pyxus.
( 2 )The reported securies are beneficially owned directly by Glendon Opportunities Fund, LP ("G1"), which holds 3,527,890 shares, Glendon Opportunities Fund II, LP ("G2"), which holds 3,332,495 shares, and certain other advisory clients of Glendon Capital Management LP ("GCM"), which hold less than 5% of the Issuer's common stock (collectively with G1 and G2, the "Glendon Investor"). GCM is the investment manager of the Glendon Investor, and has voting and dispositive power over the reported securities held directly by the Glendon Investor.

Remarks:
Holly Kim, a partner in GCM, is a director on the Issuer's board of directors designated by GCM on behalf of the Glendon Investor. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: GCM, G1 and G2.

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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