SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

TRI Pointe Homes, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

87265H109

(CUSIP Number)
 

July 10, 20141

(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:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 14 Pages)

 

______________________________

* 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 (the "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).

 

 

1 The Reporting Persons are making this filing voluntarily. This date reflects the date that the filing is being made rather than an event which requires the filing of this Statement.

 

 
CUSIP No. 87265H10913G/APage 2 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Double Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,557,598 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,557,598 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,557,598 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.2%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 3 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Black Diamond Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

206,177 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

206,177 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

206,177 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 4 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Black Diamond Relative Value Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

517,168 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

517,168 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

517,168 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 5 of 14 Pages

 

 

1

NAMES OF REPORTING PERSONS

Black Diamond Arbitrage Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

24,327 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

24,327 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,327 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

.0002%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 6 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Black Diamond Thematic Offshore Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

410,458 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

410,458 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

410,458 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 7 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Carlson Capital, L.P.

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

4,861,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,861,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,861,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

PN; IA

         

 

 
CUSIP No. 87265H10913G/APage 8 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Asgard Investment Corp.

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

4,861,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,861,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,861,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 9 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Asgard Investment Corp. II

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

4,861,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,861,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,861,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 87265H10913G/APage 10 of 14 Pages

 

1

NAMES OF REPORTING PERSONS

Clint D. Carlson

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

4,861,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

4,861,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,861,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 87265H10913G/APage 11 of 14 Pages

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13G, filed with the Securities and Exchange Commission on July 10, 2014 (the "Original Schedule 13G" and together with this Amendment No. 1, the "Schedule 13G") with respect to the common stock, par value $0.01 per share (the "Common Stock"), of TRI Pointe Homes, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13G. This Amendment No. 1 amends Items 4 and 5 as set forth below. This Amendment No. 1 constitutes an "exit filing" with respect to the Schedule 13G for the Reporting Persons.

 

Item 4. OWNERSHIP.
   
   

A. Double Offshore:

(a) Amount beneficially owned: 3,577,598 shares of Common Stock

(b) Percent of class: 2.2%

(c)  (i)   Sole power to vote or direct the vote: -0-

(ii)   Shared power to vote or direct the vote: 3,577,598 shares of Common Stock

(iii)  Sole power to dispose or direct the disposition: -0-

(iv)  Shared power to dispose or direct the disposition: 3,577,598 shares of Common Stock

   

B. Offshore:

(a) Amount beneficially owned: 206,177 shares of Common Stock

(b) Percent of class: 0.1%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 206,177 shares of Common Stock

    (iii)   Sole power to dispose or direct the disposition: -0-

    (iv)   Shared power to dispose or direct the disposition: 206,177 shares of Common Stock

C. Relative Value Offshore:

(a) Amount beneficially owned: 517,168 shares of Common Stock

(b) Percent of class: 0.3%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 517,168 shares of Common Stock

    (iii)   Sole power to dispose or direct the disposition: -0-

    (iv)   Shared power to dispose or direct the disposition: 517,168 shares of Common Stock

D. Arbitrage:

(a) Amount beneficially owned: 24,327 shares of Common Stock

(b) Percent of class: .0002%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 24,327 shares of Common Stock

    (iii)   Sole power to dispose or direct the disposition: -0-

                (iv)   Shared power to dispose or direct the disposition: 24,327 shares of Common Stock

E. Thematic:

(a) Amount beneficially owned: 410,458 shares of Common Stock

(b) Percent of class: 0.3%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 410,458 shares of Common Stock

    (iii)   Sole power to dispose or direct the disposition: -0-

                (iv)   Shared power to dispose or direct the disposition: 410,458 shares of Common Stock

 
CUSIP No. 87265H10913G/APage 12 of 14 Pages

 

   

F. Carlson Capital:

(a) Amount beneficially owned: 4,861,830 shares of Common Stock

(b) Percent of class: 3.0%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 4,861,830 shares of Common Stock

    (iii)   Sole power to dispose or direct the disposition: -0-

                (iv)   Shared power to dispose or direct the disposition: 4,861,830 shares of Common Stock

   

G. Asgard II:

(a) Amount beneficially owned: 4,861,830 shares of Common Stock

(b) Percent of class: 3.0%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 4,861,830 shares of Common Stock

     (iii)  Sole power to dispose or direct the disposition: -0-

                 (iv)  Shared power to dispose or direct the disposition: 4,861,830 shares of Common Stock

   

H. Asgard:

(a) Amount beneficially owned: 4,861,830 shares of Common Stock

(b) Percent of class: 3.0%

(c) (i)   Sole power to vote or direct the vote: -0-

     (ii)   Shared power to vote or direct the vote: 4,861,830 shares of Common Stock

    (iii)   Sole power to dispose or direct the disposition: -0-

                (iv)   Shared power to dispose or direct the disposition: 4,861,830 shares of Common Stock

I. Mr. Carlson:

(a) Amount beneficially owned: 4,861,830 shares of Common Stock

(b) Percent of class: 3.0%

(c) (i)   Sole power to vote or direct the vote: -0-

    (ii)   Shared power to vote or direct the vote: 4,861,830 shares of Common Stock

   (iii)   Sole power to dispose or direct the disposition: -0-

               (iv)   Shared power to dispose or direct the disposition: 4,861,830 shares of Common Stock

     
    The percentages used herein are based upon 161,332,533 shares of Common Stock outstanding, which number includes (i) 31,632,533 shares of Common Stock outstanding as of May 15, 2014, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission ("SEC") on May 22, 2014, plus (ii) 129,700,000 shares of Common Stock issued on July 7, 2014, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on July 7, 2014.  As of July 10, 2014, the Reporting Persons beneficially own 4,861,830 shares of Common Stock in the aggregate, representing approximately 3.0% of the outstanding Common Stock.
     
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 has ceased to be the beneficial owner of more than 5% of the class of securities, check the following [X].

 

 
CUSIP No. 87265H10913G/APage 13 of 14 Pages

 

SIGNATURES

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

DATED: July 10, 2014

 

 

DOUBLE BLACK DIAMOND OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /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
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

BLACK DIAMOND RELATIVE VALUE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

BLACK DIAMOND ARBITRAGE OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President

 

 
CUSIP No. 87265H10913G/APage 14 of 14 Pages

 

   
 

BLACK DIAMOND THEMATIC OFFSHORE LTD.

 

  By: Carlson Capital, L.P., its investment manager
   
  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

CARLSON CAPITAL, L.P.

 

  By: Asgard Investment Corp. II, its general partner
   
  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

ASGARD INVESTMENT CORP.

 

  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
 

ASGARD INVESTMENT CORP. II

 

  /s/ Clint D. Carlson
  Name: Clint D. Carlson
  Title: President
   
   
  By: /s/ Clint D. Carlson____________________
  Name: Clint D. Carlson