UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Popular, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
733174106
(CUSIP Number)
January 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
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. 733174106
1. Names of Reporting Persons.
Valinor Management, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 80,077,203
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 80,077,203
9. Aggregate Amount Beneficially Owned by Each Reporting Person
80,077,203
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
7.81%
12. Type of Reporting Person
OO
CUSIP No. 733174106
1. Names of Reporting Persons.
David Gallo
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 of America
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 80,077,203
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 80,077,203
9. Aggregate Amount Beneficially Owned by Each Reporting Person
80,077,203
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
7.81%
12. Type of Reporting Person
IN
CUSIP No. 733174106
1. Names of Reporting Persons.
Valinor Capital Partners Offshore Master Fund, 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
Cayman Islands
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 51,530,130
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 51,530,130
9. Aggregate Amount Beneficially Owned by Each Reporting Person
51,530,130
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.03%
12. Type of Reporting Person
PN
Item 1. (a) Name of Issuer: Popular, Inc.
(b) Address of Issuer's Principal Executive Offices:
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
Item 2. (a) Name of Person Filing:
Valinor Management, LLC
David Gallo
Valinor Capital Partners Offshore Master Fund, L.P.
(b) Address of Principal Business Office, or, if None, Residence:
Valinor Management, LLC
David Gallo
510 Madison Avenue, 25th Floor
New York, NY 10022
Valinor Capital Partners Offshore Master Fund, L.P.
c/o Morgan Stanley Fund Services (Cayman) Ltd.
Cricket Square
Hutchins Drive
2nd Floor, Boundary Hall
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
(c) Citizenship:
Valinor Management, LLC: Delaware
David Gallo: United States of America
Valinor Capital Partners Offshore Master Fund, L.P.: Cayman Islands
(d) Title of Class of Securities:
Common Stock
(e) CUSIP No.: 733174106
Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Valinor Management, LLC: 80,077,203
David Gallo: 80,077,203
Valinor Capital Partners Offshore Master Fund, L.P.: 51,530,130
(b) Percent of class:
Valinor Management, LLC: 7.81%
David Gallo: 7.81%
Valinor Capital Partners Offshore Master Fund, L.P.: 5.03%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Valinor Management, LLC: 0
David Gallo: 0
Valinor Capital Partners Offshore Master Fund, L.P.: 0
(ii) Shared power to vote or to direct the vote
Valinor Management, LLC: 80,077,203
David Gallo: 80,077,203
Valinor Capital Partners Offshore Master Fund, L.P.:
51,530,130
(iii) Sole power to dispose or to direct the disposition of
Valinor Management, LLC: 0
David Gallo: 0
Valinor Capital Partners Offshore Master Fund, L.P.: 0
(iv) Shared power to dispose or to direct the disposition of
Valinor Management, LLC: 80,077,203
David Gallo: 80,077,203
Valinor Capital Partners Offshore Master Fund, L.P.:
51,530,130
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. Certifications
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.
Dated: February 10, 2012
Valinor Management, LLC*
By: /s/ David Angstreich
--------------------------
Name: David Angstreich
Title: Chief Financial Officer
/s/ David Gallo*
--------------------------
Name: David Gallo
Valinor Capital Partners Offshore
Master Fund, L.P.
By: /s/ David Gallo
--------------------------
Name: David Gallo
Title: Director
* The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interests therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated February 10, 2012 relating
to the Common Stock of Popular, Inc. shall be filed on behalf of the
undersigned.
Valinor Management, LLC
By: /s/ David Angstreich
--------------------------
Name: David Angstreich
Title: Chief Financial Officer
/s/ David Gallo
--------------------------
Name: David Gallo
Valinor Capital Partners Offshore
Master Fund, L.P.
By: /s/ David Gallo
--------------------------
Name: David Gallo
Title: Director