SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Penn Virginia Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
70788V300 and 70788V102
(CUSIP Number)

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 26, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 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).


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
 
(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
 
1,615,497
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
1,615,497
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,497
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
14.
TYPE OF REPORTING PERSON
 
OO
 



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
 
(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
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
1,615,497
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
1,615,497
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,497
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
14.
TYPE OF REPORTING PERSON
 
OO
 


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
 
(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
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
1,615,497
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
1,615,497
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,615,497
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%
14.
TYPE OF REPORTING PERSON
 
IN
 



The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
A total of approximately $39,348,727 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended to add the following:
On November 26, 2018, representatives from Mangrove Partners spoke with the Co-Chairman of the Board of Directors of the Issuer and its CEO. During this call, Mangrove called on the Issuer to work with Denbury Resources, Inc. to terminate the proposed transaction.
Should the Issuer and Denbury fail to agree to a mutual termination, Mangrove intends to vote against the transaction and to file its own proxy statement to solicit votes against the proposed deal. As part of its preparation, Mangrove has hired Saratoga Proxy Consulting LLC and Kleinberg, Kaplan, Wolff & Cohen, P.C. to provide proxy and legal services related to its intended solicitation. Mangrove has also moved all of its stock to a fully-paid position in order to secure its right to vote all of its shares once Penn Virginia has set a record date. On November 27, 2018, Mangrove delivered a demand letter to the Issuer requesting that the Issuer turn over copies of its shareholder records in order to facilitate Mangrove's communications with Penn Virginia's shareholders.
Item 5.
Interest in Securities of the Issuer.
Items 5(a)-5(c) are hereby amended and restated in their entirety as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 15,073,776 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of November 2, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.
As of the date hereof, the Master Fund beneficially owned 1,615,497 Shares, representing approximately 10.7% of the outstanding Common Stock of the Company. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of Mangrove Partners and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

As described further in Item 6 below, in addition to beneficially owning the Shares stated above, the Reporting Persons have economic exposure to approximately 189,476 notional Shares referenced in the Swaps (as defined below). The Reporting Persons hereby expressly disclaim beneficial ownership of the Subject Shares (as defined below).
(b) Each of the Master Fund, Mangrove Partners and Mr. August has shared voting and dispositive power over the Shares owned directly by the Master Fund.
(c) Except as disclosed on Schedule 1 attached hereto or a previous amendment to Schedule 13D filed by the undersigned, none of the Reporting Persons have entered into any transactions in the Shares during the past sixty days.
Item 6.
Item 6 is hereby amended to add the following:
Over 2017 and 2018 the Master Fund entered into a series of cash-settled total return swap agreements with Morgan Stanley Capital Services LLC as the counterparty (collectively, the “Swaps”) that establishes economic exposure to an aggregate of 189,476 notional Shares, or approximately 1.3% of the outstanding Shares. The Swaps provide Master Fund with economic exposure that that is comparable to the economic exposure of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swaps (such shares, the “Subject Shares”). The Reporting Persons hereby expressly disclaim beneficial ownership of the Subject Shares.



SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:  November 28, 2018

 
THE MANGROVE PARTNERS MASTER FUND, LTD.
     
 
By:
MANGROVE PARTNERS,
as Investment Manager
     
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE PARTNERS
     
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director




 
/s/ Nathaniel August
 
NATHANIEL AUGUST


SCHEDULE 1
Transaction in Securities of the Issuer During the Past 60 Days

Date
Security
Amount of Shs. Bought/(Sold)
Approx. price ($) per Share1
 
Mangrove Partners Master Fund, Ltd.
 
11/19/2018
Common Stock
33,547
$59.8552
11/20/2018
Common Stock
77,207
$57.5835
11/26/2018
Common Stock
27,500
$56.2000
11/26/2018
Cash-Settled Total Return Swap
(27,500)
$56.0931
11/27/2018
Common Stock
40,000
$55.7844
11/27/2018
Cash-Settled Total Return Swap
(40,000)
$55.6973




1 Not including any brokerage fees.