1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Paulson & Co. Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
10,559,577 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
10,559,577 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,559,577 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.7%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IA
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Paulson Advantage Master Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
1,007,924 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
1,007,924 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,007,924 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Paulson Advantage Plus Master Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
2,132,320 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
2,132,320 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,132,320 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Paulson Recovery Master Fund
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
WC
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
7,419,333 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
7,419,333 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,419,333 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
3.4%
|
|
14.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
John Paulson
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
|
AF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
10,559,577 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
10,559,577 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,559,577 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.7%
|
|
14.
|
TYPE OF REPORTING PERSON
|
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
I.
|
Paulson & Co.
|
(a)
|
Amount beneficially owned: 10,559,577 shares, including 5,000,000 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof.
|
(b)
|
Percent of Class: 4.7%
|
(c)
|
Number of shares of Common Stock as to which Paulson & Co. has:
|
(i)
|
Sole power to vote or direct the vote: 0
|
(ii)
|
Shared power to vote or direct the vote: 10,559,577 shares, including 5,000,000 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
(iv)
|
Shared power to dispose or direct the disposition: 10,559,577 shares, including 5,000,000 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
II.
|
Advantage Master
|
(a)
|
Amount beneficially owned: 1,007,924 shares, including 1,007,924 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof.
|
(b)
|
Percent of Class: Less than 1%
|
(c)
|
Number of shares of Common Stock as to which Advantage Master has:
|
(i)
|
Sole power to vote or direct the vote: 0
|
(ii)
|
Shared power to vote or direct the vote: 1,007,924 shares, including 1,007,924 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
(iv)
|
Shared power to dispose or direct the disposition: 1,007,924 shares, including 1,007,924 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
III.
|
Advantage Plus Master
|
(a)
|
Amount beneficially owned: 2,132,320 shares, including 2,132,320 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof.
|
(b)
|
Percent of Class: Less than 1%
|
(c)
|
Number of shares of Common Stock as to which Advantage Plus Master has:
|
(i)
|
Sole power to vote or direct the vote: 0
|
(ii)
|
Shared power to vote or direct the vote: 2,132,320 shares, including 2,132,320 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
(iv)
|
Shared power to dispose or direct the disposition: 2,132,320 shares, including 2,132,320 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
IV.
|
Recovery Master
|
(a)
|
Amount beneficially owned: 7,419,333 shares, including 1,859,756 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof.
|
(b)
|
Percent of Class: 3.4%
|
(c)
|
Number of shares of Common Stock as to which Recovery Master has:
|
(i)
|
Sole power to vote or direct the vote: 0
|
(ii)
|
Shared power to vote or direct the vote: 7,419,333 shares, including 1,859,756 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
(iv)
|
Shared power to dispose or direct the disposition: 7,419,333 shares, including 1,859,756 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
V.
|
John Paulson
|
(a)
|
Amount beneficially owned: 10,559,577 shares, including 5,000,000 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof.
|
(b)
|
Percent of Class: 4.7%
|
(c)
|
Number of shares of Common Stock as to which Paulson & Co. has:
|
(i)
|
Sole power to vote or direct the vote: 0
|
(ii)
|
Shared power to vote or direct the vote: 10,559,577 shares, including 5,000,000 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
(iv)
|
Shared power to dispose or direct the disposition: 10,559,577 shares, including 5,000,000 shares issuable upon the exercise of Warrants exercisable within 60 days of the date hereof (See Note 1 below)
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1:
|
List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.
|
Exhibit 2:
|
Joint Filing Agreement (previously filed)
|
Exhibit 3:
|
Power of Attorney
|
Exhibit 4:
|
Instruction C Person Information (previously filed)
|
Exhibit 5:
|
Stock and Warrant Purchase Agreement made as of October 13, 2009, by and between Conseco, Inc., a Delaware corporation, and Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it (previously filed)
|
Exhibit 6:
|
Forward Purchase Agreement dated as of October 14, 2009 between Paulson Credit Opportunities Master Ltd. and Morgan Stanley & Co. Incorporated (previously filed)
|
Exhibit 7:
|
Forward Purchase Agreement dated as of October 14, 2009 between Paulson Recovery Master Fund Ltd. and Morgan Stanley & Co. Incorporated (previously filed)
|
Exhibit 8:
|
Investor Rights Agreement entered into as of November 13, 2009, by and among Conseco, Inc., a Delaware corporation, and Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it (previously filed)
|
Exhibit 9:
|
Letter Agreement dated October 14, 2009 between Morgan Stanley & Co. Incorporated and Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (previously filed)
|
Exhibit 10:
|
Repurchase Agreement, dated as of September 4, 2012, by and among CNO Financial Group, Inc., Paulson Credit Opportunities Master Ltd. and Paulson Recovery Master Fund Ltd. The Repurchase Agreement, which was publicly filed by the Issuer on September 10, 2012 with the SEC, is publicly available on EDGAR at www.sec.gov and is incorporated herein by reference.
|
Dated:
|
July 11, 2014
|
PAULSON & CO. INC.
|
|||
By:
|
/s/ Stuart L. Merzer
|
||
Name:
|
Stuart L. Merzer
|
||
Title:
|
General Counsel &Chief Compliance Officer
|
PAULSON ADVANTAGE MASTER LTD.
|
|||
By:
|
Paulson & Co. Inc.
as Investment Manager
|
||
By:
|
/s/ Stuart L. Merzer
|
||
Name:
|
Stuart L. Merzer
|
||
Title:
|
General Counsel &Chief Compliance Officer
|
PAULSON ADVANTAGE PLUS MASTER LTD.
|
|||
By:
|
Paulson & Co. Inc.
as Investment Manager
|
||
By:
|
/s/ Stuart L. Merzer
|
||
Name:
|
Stuart L. Merzer
|
||
Title:
|
General Counsel &Chief Compliance Officer
|
PAULSON RECOVERY MASTER FUND LTD.
|
|||
By:
|
Paulson & Co. Inc.
as Investment Manager
|
||
By:
|
/s/ Stuart L. Merzer
|
||
Name:
|
Stuart L. Merzer
|
||
Title:
|
General Counsel &Chief Compliance Officer
|
/s/ Stuart L. Merzer
|
|
STUART L. MERZER, as Attorney-in-Fact For John Paulson
|
Class of Security
|
Amount of Securities
(Sold)
|
Price ($)
|
Date of
Sale
|
Common Stock1
|
(121,000)
|
17.04
|
05/13/14
|
Common Stock2
|
(176,150)
|
16.58
|
05/14/14
|
Common Stock3
|
(152,850)
|
16.03
|
05/15/14
|
Common Stock4
|
(175,000)
|
15.87
|
05/16/14
|
Common Stock5
|
(204,800)
|
16.01
|
05/19/14
|
Common Stock6
|
(260,400)
|
15.91
|
05/20/14
|
Common Stock7
|
(409,800)
|
16.05
|
05/21/14
|
Common Stock
|
(125,000)
|
16.18
|
05/22/14
|
Common Stock
|
(300,000)
|
16.09
|
05/23/14
|
Common Stock8
|
(455,900)
|
16.28
|
05/27/14
|
Common Stock9
|
(400,000)
|
16.15
|
05/28/14
|
Common Stock10
|
(345,300)
|
16.14
|
05/29/14
|
Common Stock11
|
(267,300)
|
16.13
|
05/30/14
|
Common Stock
|
(207,600)
|
16.36
|
06/02/14
|
Common Stock12
|
(361,000)
|
16.47
|
06/03/14
|
Common Stock13
|
(429,400)
|
16.84
|
06/04/14
|
Common Stock
|
(185,899)
|
16.89
|
06/05/14
|
Common Stock14
|
(111,041)
|
16.98
|
06/06/14
|
Common Stock
|
(198,560)
|
16.88
|
06/09/14
|
Common Stock15
|
(454,000)
|
17.51
|
06/24/14
|
Common Stock16
|
(587,000)
|
17.60
|
06/25/14
|
Common Stock
|
(509,000)
|
17.81
|
06/26/14
|
Common Stock17
|
(450,000)
|
17.74
|
06/27/14
|