southpoint_13ghuntington.htm

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

 
Huntington Ingalls Industries, Inc.
  
 
(Name of Issuer)
  

 
Common Stock, $0.01 par value
  
 
(Title of Class of Securities)
  

 
446413106
  
 
(CUSIP Number)
  

 
October 6, 2011
  
 
(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.  446413106
 


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint Master Fund, LP
 
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.
 
Cayman Islands
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,531,641 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,531,641 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,531,641 shares
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.19%
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
  

 
 
 
CUSIP NO.  446413106
 



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint Capital Advisors LP
 
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.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,531,641 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,531,641 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,531,641 shares
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.19%
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
  


 
 
 
CUSIP NO.  446413106
 



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint Capital Advisors LLC
 
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.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,531,641 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,531,641 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,531,641 shares
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.19%
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
  

 

 
 
 
CUSIP NO.  446413106
 



 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint GP, LP
 
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.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,531,641 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,531,641 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,531,641 shares
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.19%
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
  

 

 
 
 
CUSIP NO.  446413106
 



 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint GP, LLC
 
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.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,531,641 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,531,641 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,531,641 shares
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.19%
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
  

 

 
 
 
CUSIP NO.  446413106
 



 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
John S. Clark II
 
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.
 
United States
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
2,531,641 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,531,641 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,531,641 shares
 
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
5.19%
 
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
IN
 
  

 

 
 
 
CUSIP NO.  446413106
 


Item 1.
 

 
(a)
Name of Issuer
 
 
Huntington Ingalls Industries, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
4101 Washington Avenue
Newport News, VA 23607

Item 2.
 

 
(a)
Name of Person Filing
 
 
Southpoint Master Fund, LP
Southpoint Capital Advisors LP
Southpoint Capital Advisors LLC
Southpoint GP, LP
Southpoint GP, LLC
John S. Clark II
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
623 Fifth Avenue, Suite 2601
New York, NY 10022
 
(c)
Citizenship
 
 
Southpoint Master Fund, LP - Cayman Islands
Southpoint Capital Advisors LP - Delaware
Southpoint Capital Advisors LLC - Delaware
Southpoint GP, LP - Delaware
Southpoint GP, LLC - Delaware
John S. Clark II - United States
 
(d)
Title of Class of Securities
 
 
Common Stock, $0.01 par value
 
(e)
CUSIP Number
 
 
446413106


 
 
 
CUSIP NO.  446413106
 


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:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(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 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-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 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

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.
 
As of November 15, 2011, the Master Fund owned 2,531,641 shares of Common Stock.  The percentages herein are calculated based upon the 48,808,341 shares of Common Stock issued and outstanding as of November 4, 2011, as reported on the Issuer’s Form 10-Q filed with the SEC on November 10, 2011.

 
(a)
Amount Beneficially Owned***
 
 
Southpoint Master Fund, LP - 2,531,641 shares
Southpoint Capital Advisors LP - 2,531,641 shares
Southpoint Capital Advisors LLC - 2,531,641 shares
Southpoint GP, LP - 2,531,641 shares
Southpoint GP, LLC - 2,531,641 shares
John S. Clark II - 2,531,641 shares
 


 
 
 
CUSIP NO.  446413106
 



(b)
Percent of Class
 
 
Southpoint Master Fund, LP - 5.19%
Southpoint Capital Advisors LP - 5.19%
Southpoint Capital Advisors LLC - 5.19%
Southpoint GP, LP - 5.19%
Southpoint GP, LLC - 5.19%
John S. Clark II - 5.19%
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
 
   
Southpoint Master Fund, LP - 0 shares
Southpoint Capital Advisors LP - 0 shares
Southpoint Capital Advisors LLC - 0 shares
Southpoint GP, LP - 0 shares
Southpoint GP, LLC - 0 shares
John S. Clark II - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Southpoint Master Fund, LP - 2,531,641 shares
Southpoint Capital Advisors LP - 2,531,641 shares
Southpoint Capital Advisors LLC - 2,531,641 shares
Southpoint GP, LP - 2,531,641 shares
Southpoint GP, LLC - 2,531,641 shares
John S. Clark II - 2,531,641 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
 
   
Southpoint Master Fund, LP - 0 shares
Southpoint Capital Advisors LP - 0 shares
Southpoint Capital Advisors LLC - 0 shares
Southpoint GP, LP - 0 shares
Southpoint GP, LLC - 0 shares
John S. Clark II - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Southpoint Master Fund, LP - 2,531,641 shares
Southpoint Capital Advisors LP - 2,531,641 shares
Southpoint Capital Advisors LLC - 2,531,641 shares
Southpoint GP, LP - 2,531,641 shares
Southpoint GP, LLC - 2,531,641 shares
John S. Clark II - 2,531,641 shares
 
 

 

 
 
 
CUSIP NO.  446413106
 


 

 
 
*** Shares reported herein are held by Southpoint Master Fund, LP for which Southpoint Capital Advisors LP serves as the investment manager and Southpoint GP, LP serves as the general partner.  Southpoint Capital Advisors LLC serves as the general partner of Southpoint Capital Advisors LP and Southpoint GP, LLC serves as the general partner of Southpoint GP, LP.  John S. Clark II serves as managing member of both Southpoint Capital Advisors LLC and Southpoint GP, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
 

 
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
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
 
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.

 
 
 
CUSIP NO.  446413106
 


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.
 
November 15, 2011
 

SOUTHPOINT MASTER FUND, LP
By: Southpoint GP, LP, its General Partner
By: Southpoint GP, LLC, its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT CAPITAL ADVISORS LP
By: Southpoint Capital Advisors LLC,
its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT CAPITAL ADVISORS LLC

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT GP, LP
By: Southpoint GP, LLC,
its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT GP, LLC

By: /s/ John S. Clark II
John S. Clark II, Managing Member

/s/ John S. Clark II
John S. Clark II


 
 
 

Exhibit 1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of November 15, 2011, is by and among Southpoint Master Fund, LP, Southpoint Capital Advisors LP, Southpoint Capital Advisors LLC, Southpoint GP, LP, Southpoint GP, LLC and John S. Clark II (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.01 per share of Huntington Ingalls Industries, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


SOUTHPOINT MASTER FUND, LP
By: Southpoint GP, LP, its General Partner
By: Southpoint GP, LLC, its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT CAPITAL ADVISORS LP
By: Southpoint Capital Advisors LLC,
its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT CAPITAL ADVISORS LLC

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT GP, LP
By: Southpoint GP, LLC, its General Partner

By: /s/ John S. Clark II
John S. Clark II, Managing Member

SOUTHPOINT GP, LLC

By: /s/ John S. Clark II
John S. Clark II, Managing Member

/s/ John S. Clark II
John S. Clark II