UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Tronox Incorporated
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(Name of Issuer)
Class B Common Stock, par value $0.01 per share
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(Title of Class of Securities)
897051207
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] 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. 897051207
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Jonathan Gallen
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: United States
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Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 3,250,000*
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 3,250,000*
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(8) Shared Dispositive Power: 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,250,000*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): N/A
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(11) Percent of Class Represented by Amount in Row (9): 14.2%*
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(12) Type of Reporting Person (See Instructions): IA, IN
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* Based on 22,889,431 shares of Class B common stock, par value $0.01 per share
(the "Shares"), of Tronox Incorporated (the "Company"), outstanding as of
October 31, 2008, as disclosed in the Company's quarterly report on Form 10-Q
for the quarter ended September 30, 2008. As of December 31, 2008, Ahab
Opportunities, L.P. ("Opportunities") and Ahab Opportunities, Ltd.
("Opportunities International") held in the aggregate 3,250,000 Shares. Jonathan
Gallen possesses sole power to vote and direct the disposition of all securities
of the Company held by Opportunities and Opportunities International.
Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, Mr. Gallen is deemed to beneficially own 3,250,000 Shares, or
14.2% of the Shares deemed issued and outstanding as of December 31, 2008.
Item 1(a). Name Of Issuer: Tronox Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
One Leadership Square, Suite 300, 211 N. Robinson Avenue,
Oklahoma City, Oklahoma 73102
Item 2(a). Name of Person Filing: Jonathan Gallen
Item 2(b). Address of Principal Business Office or, if None, Residence:
299 Park Avenue, 17th Floor, New York, New York 10171
Item 2(c). Citizenship: United States
Item 2(d). Title of Class of Securities:
Class B Common Stock, par value $0.01 per share
Item 2(e). CUSIP No.: 897051207
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned (as of December 31, 2008): 3,250,000*
(b) Percent of Class (as of December 31, 2008): 14.2%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 3,250,000*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 3,250,000*
(iv) shared power to dispose or to direct the
disposition of 0
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* Based on 22,889,431 shares of Class B common stock, par value $0.01 per share
(the "Shares"), of Tronox Incorporated (the "Company"), outstanding as of
October 31, 2008, as disclosed in the Company's quarterly report on Form 10-Q
for the quarter ended September 30, 2008. As of December 31, 2008, Ahab
Opportunities, L.P. ("Opportunities") and Ahab Opportunities, Ltd.
("Opportunities International") held in the aggregate 3,250,000 Shares. Jonathan
Gallen possesses sole power to vote and direct the disposition of all securities
of the Company held by Opportunities and Opportunities International.
Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, Mr. Gallen is deemed to beneficially own 3,250,000 Shares, or
14.2% of the Shares deemed issued and outstanding as of December 31, 2008.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 17, 2009
/s/ Jonathan Gallen
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Jonathan Gallen, in his capacity as the
investment manager for Ahab Opportunities,
L.P. and Ahab Opportunities, Ltd.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)