form_sc13ga-leap.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Leap Wireless International, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

521863308
(CUSIP Number)

December 31, 2013
(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 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).

Continued on following pages
Page 1 of 6 Pages

 
 

 

CUSIP NO.  521863308
Page 2 of 6 Pages


1.
Names of Reporting Persons

Paulson & Co. Inc.


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

State of Delaware

 
5.
Sole Voting Power
Number of
Shares
 
0
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
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 (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


0.00%

12.
Type of Reporting Person (See Instructions)

IA




 
 

 

CUSIP NO.  521863308
Page 3 of 6 Pages



 
Item 1(a).
Name of Issuer:
   
 
Leap Wireless International, Inc.
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
5887 Copley Drive
 
San Diego, California 92111
   
Item 2(a).
Name of Person Filing
   
 
Paulson & Co. Inc.
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
1251 Avenue of the Americas, New York, NY 10020

Item 2(c).
Citizenship:
   
 
Delaware corporation
   
Item 2(d).
Title of Class of Securities:
 
 
Common Stock, par value $0.0001 per share
 
Item 2(e).
CUSIP Number:
   
 
521863308

 
 

 

CUSIP NO.  521863308
Page 4 of 6 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
     
 
(e)  Paulson & Co. Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
     
         
Item 4.
Ownership:
     
         
Item 4(a).
Amount Beneficially Owned: 0
     
         
Item 4(b).
Percent of Class: 0.00%
     
         
Item 4(c).
Number of shares as to which such person has:
     
         
 
(i)
Sole power to vote or direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: 0
     
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
(iv)
Shared power to dispose or to direct the disposition of: 0
     
     

 
 

 

CUSIP NO.  521863308
Page 5 of 6 Pages




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 any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to Paulson’s knowledge owns more than 5% of the class.  Paulson itself disclaims beneficial ownership of all such securities.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
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 acquired and are held in the ordinary course of business and 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.


 
 

 

CUSIP NO.  521863308
Page 6 of 6 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.




Date:  February 14, 2014
PAULSON & CO. INC.
   
 
By:          /s/ Stuart L. Merzer
 
Stuart L. Merzer
 
General Counsel & Chief Compliance Officer