SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Leap Wireless International, Inc.*
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
521863308
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(CUSIP Number)
Philip Falcone
555 Madison Avenue
16th Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 2009
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(Date of Event which Requires Filing of This Statement)
* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY
BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE
"FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO
THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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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 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. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
7,025,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,025,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,025,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
7,025,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,025,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,025,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,500,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,500,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX 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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,525,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,525,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,525,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 521863308
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,525,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,525,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,525,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 521863308
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON MARCH 6, 2009.
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Item 2. Identity and Background.
ITEM 2 TO THE SCHEDULE 13D/A FILED ON MARCH 6, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
(a-c,f) This Schedule 13D/A is being filed by Harbinger Capital Partners Master
Fund I, Ltd. (the "Master Fund"); Harbinger Capital Partners LLC ("Harbinger
LLC"), the investment manager of the Master Fund; Harbinger Capital Partners
Special Situations Fund, L.P. (the "Special Fund"); Harbinger Capital Partners
Special Situations GP, LLC ("HCPSS"), the general partner of the Special Fund;
Harbinger Holdings, LLC ("Harbinger Holdings"), the managing member of Harbinger
LLC and HCPSS; and Philip Falcone, the managing member of Harbinger Holdings and
the portfolio manager of the Master Fund and the Special Fund (each of the
Master Fund, Harbinger LLC, Special Fund, HCPSS, Harbinger Holdings and Philip
Falcone may be referred to herein as a "Reporting Person" and collectively may
be referred to as "Reporting Persons").
The Master Fund is a Cayman Islands corporation with its principal business
address at c/o International Fund Services (Ireland) Limited, Third Floor,
Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger LLC, HCPSS
and Harbinger Holdings is a Delaware limited liability company. The Special Fund
is a Delaware limited partnership. Philip Falcone is a United States citizen.
The principal business address for each of Harbinger LLC, the Special Fund,
HCPSS, Harbinger Holdings and Philip Falcone is 555 Madison Avenue, 16th Floor,
New York, New York 10022.
(d) Philip Falcone has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own
7,025,000 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 7,025,000
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
3,500,000 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 3,500,000 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
10,525,000 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
10,525,000 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON MARCH 6, 2009.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 7,025,000 Shares, constituting 9.1% of the Shares of the Issuer,
based upon 77,160,914 Shares outstanding as of the date of this filing.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 7,025,000 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,025,000 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 7,025,000 Shares, constituting 9.1% of the Shares of the Issuer,
based upon 77,160,914 Shares outstanding as of the date of this filing.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 7,025,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,025,000 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 3,500,000 Shares, constituting 4.5% of the Shares of the
Issuer, based upon 77,160,914 Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 3,500,000 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,500,000 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
3,500,000 Shares, constituting 4.5% of the Shares of the Issuer, based upon
77,160,914 Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 3,500,000 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 3,500,000 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 10,525,000 Shares, constituting 13.6% of the Shares of the
Issuer, based upon 77,160,914 Shares outstanding as of the date of this filing.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 10,525,000 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 10,525,000 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 10,525,000 Shares, constituting 13.6% of the Shares of the Issuer,
based upon 77,160,914 Shares outstanding as of the date of this filing.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 10,525,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 10,525,000 Shares.
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(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past sixty
days are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON MARCH 6, 2009.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
--------------------------------
/s/ Philip Falcone
--------------------------------
Philip Falcone
June 3, 2009
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 2, dated June 3,
2009 relating to the Common Stock of Leap Wireless International, Inc. shall be
filed on behalf of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
--------------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
--------------------------------
/s/ Philip Falcone
--------------------------------
Philip Falcone
June 3, 2009
Exhibit B
Exhibit B
Transactions in the Common Stock
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TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
5/28/09 225,000 $37.70
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
5/28/09 75,000 $37.70
SK 26666 0002 1001545