s13ga_021413-phi.htm
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
PHI, Inc.
(Name of Issuer)
 
Voting Common Stock
(Title of Class of Securities)
 
69336T106
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]       Rule 13d-1(b)
[   ]       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.
 
 
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. 69336T106

 

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
  
Kensico Capital Management Corp.
 
 
13-4079277
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
-0-
6.
Shared Voting Power
-0-
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
-0-
12.
Type of Reporting Person
CO, IA
 
 

 

 
 
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CUSIP No. 69336T106

 

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
  
Michael B. Lowenstein
  
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
-0-
6.
Shared Voting Power
-0-
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
  
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
  
11.
Percent of Class Represented by Amount in
Row (9)
-0-
  
12.
Type of Reporting Person
IN, HC
  
 
 

 

 
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CUSIP No. 69336T106

 

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
  
Thomas J. Coleman
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
-0-
6.
Shared Voting Power
-0-
7.
Sole Dispositive Power
-0-
8.
Shared Dispositive Power
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[ ]
11.
Percent of Class Represented by Amount in
Row (9)
-0-
12.
Type of Reporting Person
IN, HC
 
 
 

 
 
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CUSIP No. 69336T106

 

Amendment No. 4 to Schedule 13G (Final Amendment)

Reference is hereby made to the statement on Schedule 13G filed with the Commission on behalf of the Reporting Persons with respect to the Common Stock of the Issuer on August 27, 2007, Amendment No.1 thereto filed on February 14, 2008, Amendment No. 2 thereto filed on February 16, 2010 and Amendment No. 3 thereto filed on February 14, 2011 (as so amended, the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.
 
The following Items of the Schedule 13G are hereby amended and restated as follows:
 
Item 3.  If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[   ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[   ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c)
[   ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
(d)
[   ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[X]
An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
(f)
[   ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)
[   ]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)
[   ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)
[   ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)
[   ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

[   ]
If this statement is filed pursuant to §240.13d-1(c), check this box.


Item 4.  Ownership.

(a) through (c):

The information set forth in Items 5 through 9 and 11 of the cover pages to this Amendment No. 4 to Schedule 13G is incorporated herein by reference.  Ownership is stated as of December 31, 2012.
 
 
 

 
 
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CUSIP No. 69336T106

 

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 Common Stock, check the following:  [X]

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to herein were acquired and held in the ordinary course of business and were not acquired or held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired or held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 
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CUSIP No. 69336T106

 
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.

Dated:  February 13, 2013
 
 
 
KENSICO CAPITAL MANAGEMENT CORP.
 
 
By:
/s/ Michael B. Lowenstein
   
Name:   Michael B. Lowenstein, Authorized Signatory
 
 
 
MICHAEL B. LOWENSTEIN
 
/s/ Michael B. Lowenstein
 
 
 
 
THOMAS J. COLEMAN
 
/s/ Thomas J. Coleman
 
 
 
 
 
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