UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Penn Virginia Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
70788V300 and 70788V102
 
 
(CUSIP Number)
 
 
December 31, 2016
(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)
     
 
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).
 

 
Page 1 of 11 pages

 
CUSIP No.s  70788V300 and 70788V102
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Partners Master Fund, Ltd
98-1083428
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
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,191,935
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,191,935
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,935
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.95%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
Page 2 of 11 pages

 
CUSIP No.s  70788V300 and 70788V102
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Mangrove Partners Fund, L.P.
27-2067192
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
 
DE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,191,935
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,191,935
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,935
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.95%
12
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
Page 3 of 11 pages

 
CUSIP No.s  70788V300 and 70788V102
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Partners Fund (Cayman), Ltd.
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
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,191,935
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,191,935
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,935
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.95%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
Page 4 of 11 pages

 
CUSIP No.s  70788V300 and 70788V102
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Partners
98-0652572
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
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,191,935
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,191,935
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,935
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.95%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
Page 5 of 11 pages

 
CUSIP No.s  70788V300 and 70788V102
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Capital
98-06252571
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
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,191,935
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,191,935
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,935
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.95%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
Page 6 of 11 pages

 
CUSIP No.s  70788V300 and 70788V102
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Nathaniel August
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
 
US
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,191,935
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,191,935
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,191,935
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.95%
12
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
Page 7 of 11 pages

 
Item 1(a).
Name of Issuer:
   
 
The name of the issuer is Penn Virginia Corporation, a corporation organized under the laws of the Commonwealth of Virginia (the “Company”).
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
The Company’s principal executive offices are located at 14701 St. Mary’s Lane, Suite 275, Houston, Texas 77079
   
Item 2(a).
Name of Person Filing:
   
 
This Schedule 13G/A is being jointly filed by  (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd. (the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The Shares of the Issuer which are the subject of this Schedule 13G/A (the “Shares”) are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
   
 
The principal business office of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.

 
The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
   
Item 2(c).
Citizenship:
   
 
The US Feeder is organized under the laws of the State of Delaware.  Each of Mangrove Partners, Mangrove Capital, the Cayman Feeder and the Master Fund is organized under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States of America.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $0.01 per share
   
Item 2(e).
CUSIP Numbers:  70788V300 and 70788V102
 
Page 8 of 11 pages

 
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;
(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 association 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)
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      
 
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:
1,191,935
 
(b)
Percent of Class:
7.95%
 
(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:
1,191,935
   
(iii)
sole power to dispose or to direct the disposition of:
0
   
(iv)
shared power to dispose or to direct the disposition of:
1,191,935
 
As the two controlling shareholders of the Master Fund, each of the US Feeder and the Cayman Feeder may be deemed the beneficial owner of the Shares owned by the Master Fund.  As the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, Mangrove Partners may be deemed the beneficial owner of the Shares owned by the Master Fund.  As the general partner of the US Feeder, Mangrove Capital may be deemed the beneficial owner of the Shares owned by the Master Fund.  Mr. August, as the principal of Mangrove Partners and Mangrove Capital, may be deemed the beneficial owner of the Shares owned by the Master Fund.
 
The filing of this Schedule 13G/A shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
 
Page 9 of 11 pages

 
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 acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.
 
Page 10 of 11 pages

 
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 1, 2017
 
THE MANGROVE PARTNERS MASTER FUND, LTD.
By:
MANGROVE PARTNERS
 
the Investment Manager
 
 
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
   
THE MANGROVE PARTNERS FUND, L.P.
By:
MANGROVE CAPITAL
 
as General Partner
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:
MANGROVE PARTNERS
 
the Investment Manager
 
 
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
MANGROVE PARTNERS
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
 
 
 MANGROVE CAPITAL
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
 
 
/s/ Nathaniel August 
Name:  Nathaniel August  
 
 
Page 11 of 11 pages