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    Amendment: SEC Form SC 13D/A filed by Glatfelter Corporation

    9/30/24 4:06:50 PM ET
    $GLT
    Paper
    Basic Materials
    Get the next $GLT alert in real time by email
    SC 13D/A 1 d898233dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 5)*

     

     

    Glatfelter Corporation

    (Name of Issuer)

    Common Stock, $0.01 par value per share

    (Title of Class of Securities)

    377316104

    (CUSIP Number)

    Carlson Capital, L.P.

    Attn: Rahim Ibrahim

    2100 McKinney Avenue, Suite 1900

    Dallas TX 75201

    (214) 932-9600

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    September 26, 2024

    (Date of Event which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

     

    *

    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 disclosures provided in a prior cover page.

    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).

     

     

     


    CUSIP No. 377316104    SCHEDULE 13D   

     

     1.    

     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

     

     Carlson Capital, L.P.

     2.  

     Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) ☐  (b) ☒

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     AF

     5.  

     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

     

     ☐

     6.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.     

     Sole Voting Power

     

     0

        8.   

     Shared Voting Power

     

     3,983,288

        9.   

     Sole Dispositive Power

     

     0

       10.   

     Shared Dispositive Power

     

     3,983,288

    11.    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,983,288

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     8.8%

    14.  

     Type of Reporting Person (See Instructions)

     

     PN, IA


    CUSIP No. 377316104    SCHEDULE 13D   

     

     1.    

     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

     

     Double Black Diamond Offshore Ltd.

     2.  

     Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) ☐  (b) ☒

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     WC

     5.  

     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

     

     ☐

     6.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.     

     Sole Voting Power

     

     0

        8.   

     Shared Voting Power

     

     3,883,288

        9.   

     Sole Dispositive Power

     

     0

       10.   

     Shared Dispositive Power

     

     3,883,288

    11.    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,883,288

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     8.6%

    14.  

     Type of Reporting Person (See Instructions)

     

     CO


    CUSIP No. 377316104    SCHEDULE 13D   

     

     1.    

     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

     

     Black Diamond Offshore Ltd.

     2.  

     Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) ☐  (b) ☒

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     WC

     5.  

     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

     

     ☐

     6.  

     Citizenship or Place of Organization

     

     Cayman Islands

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.     

     Sole Voting Power

     

     0

        8.   

     Shared Voting Power

     

     100,000

        9.   

     Sole Dispositive Power

     

     0

       10.   

     Shared Dispositive Power

     

     100,000

    11.    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     100,000

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     0.2%

    14.  

     Type of Reporting Person (See Instructions)

     

     CO


    CUSIP No. 377316104    SCHEDULE 13D   

     

     1.    

     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

     

     Asgard Investment Corp. II

     2.  

     Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) ☐  (b) ☒

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     AF

     5.  

     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

     

     ☐

     6.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.     

     Sole Voting Power

     

     0

        8.   

     Shared Voting Power

     

     3,983,288

        9.   

     Sole Dispositive Power

     

     0

       10.   

     Shared Dispositive Power

     

     3,983,288

    11.    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,983,288

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     8.8%

    14.  

     Type of Reporting Person (See Instructions)

     

     CO


    CUSIP No. 377316104    SCHEDULE 13D   

     

     1.    

     Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

     

     Clint D. Carlson

     2.  

     Check the Appropriate Box if a Member of a Group (See Instructions)

     (a) ☐  (b) ☒

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     AF

     5.  

     Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

     

     ☐

     6.  

     Citizenship or Place of Organization

     

     United States

    Number of

    Shares  Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.     

     Sole Voting Power

     

     0

        8.   

     Shared Voting Power

     

     3,983,288

        9.   

     Sole Dispositive Power

     

     0

       10.   

     Shared Dispositive Power

     

     3,983,288

    11.    

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,983,288

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     8.8%

    14.  

     Type of Reporting Person (See Instructions)

     

     IN


    Explanatory Note

    This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2022 (as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on March 31, 2023, Amendment No. 2 to the Original Schedule 13D filed with the SEC on September 8, 2023, Amendment No. 3 to the Original Schedule 13D filed with the SEC on October 13, 2023, Amendment No. 4 to the Original Schedule 13D filed with the SEC on July 2, 2024, and this Amendment No. 5, the “Schedule 13D”) with respect to shares of common stock, par value $0.01 per share (the “Common Shares”), of Glatfelter Corporation (the “Issuer”). This Amendment No. 5 amends Items 3 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.

    Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

    The Reporting Persons received the amounts set forth in Annex B from the sale of the Common Shares reported in this Amendment No. 5.

    Item 5. INTEREST IN SECURITIES OF THE ISSUER

    (a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 3,983,288 Common Shares. Based upon a total of 45,397,132 Common Shares outstanding as of June 30, 2024, the Reporting Persons’ shares represent approximately 8.8% of the outstanding Common Shares.

    Carlson Capital, Asgard II and Mr. Carlson may be deemed to beneficially own and have the power to vote and direct the disposition of the 3,983,288 Common Shares reported herein as owned by DOF.

    DOF may be deemed to beneficially own and has the power to vote and dispose the 3,983,288 Common Shares reported herein as owned by it, which shares represent approximately 8.8% of the outstanding Common Shares.

    (c) The Reporting Persons have not effected any transactions in the Common Shares in the last 60 days preceding September 26, 2024, other than as set forth herein on Appendix B.

    (d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares.

    (e) Not applicable.

    The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares reported herein.


    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: September 30, 2024

     

    DOUBLE BLACK DIAMOND OFFSHORE LTD.
    By: Carlson Capital, L.P., its investment manager
    By: Asgard Investment Corp. II, its general partner
    By:  

    /s/ Clint D. Carlson

    Name:   Clint D. Carlson
    Title:   President
    BLACK DIAMOND OFFSHORE LTD.
    By: Carlson Capital, L.P., its investment manager
    By: Asgard Investment Corp. II, its general partner
    By:  

    /s/ Clint D. Carlson

    Name:   Clint D. Carlson
    Title:   President
    CARLSON CAPITAL, L.P.
    By: Asgard Investment Corp. II, its general partner
    By:   /s/ Clint D. Carlson
    Name:   Clint D. Carlson
    Title:   President
    ASGARD INVESTMENT CORP. II
    By:   /s/ Clint D. Carlson
    Name:   Clint D. Carlson
    Title:   President

    CLINT D. CARLSON

    /s/ Clint D. Carlson


    Appendix B

    Set forth below is a list of transactions in shares of the Issuer’s Common Shares which, to the best of the knowledge of the Reporting Persons, have been effected in the past 60 days preceding September 26, 2024, in the ordinary course of business. The Reporting Persons engaged in the following open market transactions which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the price per share on each day at which the transactions were effected:

     

    Trade Date

      

    Entity

       Purchase or Sale    Quantity      Price  
    09/19/2024    Double Black Diamond Offshore Ltd.    Sale      13,588      $ 1.84  
    09/19/2024    Double Black Diamond Offshore Ltd.    Sale      33,096      $ 1.81  
    09/19/2024    Double Black Diamond Offshore Ltd.    Sale      1,000      $ 1.85  
    09/19/2024    Double Black Diamond Offshore Ltd.    Sale      1,000      $ 1.85  
    09/19/2024    Double Black Diamond Offshore Ltd.    Sale      1,000      $ 1.85  
    09/19/2024    Double Black Diamond Offshore Ltd.    Sale      316      $ 1.73  
    09/25/2024    Double Black Diamond Offshore Ltd.    Sale      200,000      $ 1.74  
    09/25/2024    Double Black Diamond Offshore Ltd.    Sale      120,000      $ 1.74  
    09/25/2024    Double Black Diamond Offshore Ltd.    Sale      691      $ 1.74  
    09/26/2024    Double Black Diamond Offshore Ltd.    Sale      102,459      $ 1.80  
    09/26/2024    Double Black Diamond Offshore Ltd.    Sale      9,241      $ 1.80  
    09/26/2024    Double Black Diamond Offshore Ltd.    Sale      135,000      $ 1.75  
    09/26/2024    Double Black Diamond Offshore Ltd.    Sale      88,300      $ 1.86  
    09/26/2024    Double Black Diamond Offshore Ltd.    Sale      16,712      $ 1.86  
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      11/6/24 8:54:57 PM ET
      $GLT
      Paper
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    SEC Filings

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    • Glatfelter Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

      8-K - Magnera Corp (0000041719) (Filer)

      11/4/24 8:17:07 PM ET
      $GLT
      Paper
      Basic Materials
    • SEC Form S-8 POS filed by Glatfelter Corporation

      S-8 POS - Magnera Corp (0000041719) (Filer)

      11/4/24 5:28:00 PM ET
      $GLT
      Paper
      Basic Materials
    • SEC Form S-8 POS filed by Glatfelter Corporation

      S-8 POS - Magnera Corp (0000041719) (Filer)

      11/4/24 5:27:26 PM ET
      $GLT
      Paper
      Basic Materials

    $GLT
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    • Amendment: SEC Form SC 13D/A filed by Glatfelter Corporation

      SC 13D/A - Magnera Corp (0000041719) (Subject)

      11/6/24 8:09:57 PM ET
      $GLT
      Paper
      Basic Materials
    • Amendment: SEC Form SC 13G/A filed by Glatfelter Corporation

      SC 13G/A - Magnera Corp (0000041719) (Subject)

      11/4/24 11:51:49 AM ET
      $GLT
      Paper
      Basic Materials
    • Amendment: SEC Form SC 13D/A filed by Glatfelter Corporation

      SC 13D/A - Glatfelter Corp (0000041719) (Subject)

      9/30/24 4:06:50 PM ET
      $GLT
      Paper
      Basic Materials