mueller13gam2dec13.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
 
 Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and
amendments thereto filed pursuant to Rule 13d-2(b)
 
 
Mueller Water Products, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
624758108
(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 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. 624758108
 
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
 
          Mount Kellett Capital Management LP
 
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)    [   ]
  
 
(b)    [   ]
  

 
(3) SEC Use Only
 
 
(4) Citizenship or Place of Organization:   State of Delaware
 
       
Number of Shares Beneficially Owned
      
by Each Reporting Person With:
(5) Sole Voting Power:
0*
  
 
(6) Shared Voting Power:
0  
  
 
(7) Sole Dispositive Power:
0*
  
 
(8) Shared Dispositive Power:
0  
  

 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:   0*
 
 
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   Not applicable
 
 
(11) Percent of Class Represented by Amount in Row (9):    0.0%*
 
 
(12) Type of Reporting Person (See Instructions):   IA
 
 
* As of December 31, 2013, the date of the event which requires the filing of this statement (the “Reporting Date”), certain funds and managed accounts (collectively, the “Funds”) affiliated with Mount Kellett Capital Management LP, a Delaware limited partnership (the “Reporting Person”), held no shares of common stock, par value $0.01 (the “Common Stock”), of Mueller Water Products, Inc. (the “Company”).  The Reporting Person, through one or more intermediate entities, possessed the sole power to vote and the sole power to direct the disposition of the Common Stock of the Company previously held by the Funds. 
 
 
 
 
 
 
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CUSIP No 624758108

Item 1(a) Name Of Issuer:   Mueller Water Products, Inc.
 
Item 1(b) Address of Issuer’s Principal Executive Offices:
   
 
1200 Abernathy Road, N.E.
  Suite 1200
 
Atlanta, GA 30328
 
 
Item 2(a) Name of Person Filing:
 
         Mount Kellett Capital Management LP
 
Item 2(b) Address of Principal Business Office or, if None, Residence:
 
 
623 Fifth Avenue
  18th Floor
 
New York, New York 10022
 
Item 2(c) Citizenship:
 
         State of Delaware
 
Item 2(d) Title of Class of Securities:  Common Stock, par value $0.01
 
Item 2(e) CUSIP No.:  624758108
 
 
Item 3. If This Statement Is Filed Pursuant to §§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:
0*
  
       
 
(b) Percent of Class:
0.0%*
  
       
 
(c) Number of Shares as to which such person has:
    
       
   
(i) sole power to vote or to 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  
  
_____________
* As of December 31, 2013, the date of the event which requires the filing of this statement (the “Reporting Date”), certain funds and managed accounts (collectively, the “Funds”) affiliated with Mount Kellett Capital Management LP, a Delaware limited partnership (the “Reporting Person”), held no shares of common stock, par value $0.01 (the “Common Stock”), of Mueller Water Products, Inc. (the “Company”).  The Reporting Person, through one or more intermediate entities, possessed the sole power to vote and the sole power to direct the disposition of the Common Stock of the Company previously held by the Funds.
 
 
 
 
 
 
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CUSIP No 624758108

 
Item 5.  Ownership of 5 Percent or Less of a Class.  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  [X].
 
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
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CUSIP No 624758108

 
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 14, 2014    
         
    MOUNT KELLETT CAPITAL MANAGEMENT LP    
         
 
By:
Mount Kellett Capital Management GP LLC,
   
    its general partner    
         
         
 
 
By: /s/ Jonathan Fiorello  
      Jonathan Fiorello  
      Chief Operating Officer  
 
 
 
 
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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