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Form SC 13D/A EMULEX CORP /DE/ Filed by: ELLIOTT ASSOCIATES, L.P.

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November 10, 2014 5:21 PM EST

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. 1)*
�
Emulex Corporation
(Name of Issuer)
�
Common stock, $0.10 par value
(Title of Class of Securities)
�
292475209
(CUSIP Number)
�
Stephen M. Schultz, Esq..
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
�
November 6, 2014
(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 [X].
�
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)
� �
�
Elliott Associates, L.P.
� �
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
� �
�
Delaware
� �
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
� �
7.
SOLE VOTING POWER
� �
�
749,180
� �
8.
SHARED VOTING POWER
� �
�
0
� �
9.
SOLE DISPOSITIVE POWER
� �
�
749,180
� �
10.
SHARED DISPOSITIVE POWER
� �
�
0
� �
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
� �
�
749,180
� �
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
� �
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
� �
�
1.1%
� �
14.
TYPE OF REPORTING PERSON
� �
�
PN

�
�
�


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
� �
�
Elliott International, L.P.
� �
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, British West Indies
� �
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
� �
7.
SOLE VOTING POWER
� �
�
0
� �
8.
SHARED VOTING POWER
� �
�
1,454,284
� �
9.
SOLE DISPOSITIVE POWER
� �
�
0
� �
10.
SHARED DISPOSITIVE POWER
� �
�
1,454,284
� �
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
� �
�
1,454,284
� �
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
� �
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
� �
�
2.0%
� �
14.
TYPE OF REPORTING PERSON
� �
�
PN

�
�
�


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
� �
�
Elliott International Capital Advisors Inc.
� �
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� �
�
(a)����[x]
�
(b)����[ ]
� �
3.
SEC USE ONLY
� �
4.
SOURCE OF FUNDS
� �
�
OO
� �
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
� �
�
1,454,284
� �
9.
SOLE DISPOSITIVE POWER
� �
�
0
� �
10.
SHARED DISPOSITIVE POWER
� �
�
1,454,284
� �
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
� �
�
1,454,284
� �
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
� �
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
� �
�
2.0%
� �
14.
TYPE OF REPORTING PERSON
� �
�
CO

�
�
�


�
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (Amendment No. 1). This Amendment No. 1 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 to read as follows:
�
Elliott Working Capital
 � $ 4,914,282.42 �
� � � � � �
Elliott International Working Capital
 � $ 9,548,255.47 �

�
ITEM 5.
Interest in Securities of the Issuer.
�
Item 5(a) is hereby amended and restated to read as follows:
�
(a)�����������The aggregate percentage of Shares reported owned by each person named herein is based upon 71,279,009 shares of Common Stock outstanding as of October 24, 2014, which is the total number of Shares outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2014.
�
As of the date hereof, 2014, Elliott, Elliott International and EICA collectively beneficially owned an aggregate of 2,203,464 shares of Common Stock, constituting approximately 3.1% of all of the outstanding shares of Common Stock.
�
As of the date hereof, Elliott owned directly 749,180 shares of Common Stock, constituting approximately 1.1% of the shares of Common Stock outstanding.
�
As of the date hereof, Elliott International owned directly 1,454,284 shares of Common Stock, constituting approximately 2.0% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 1,454,284 shares of Common Stock owned directly by Elliott International, constituting approximately 2.0% of the shares of Common Stock outstanding.
�
Item 5(c) is hereby amended to add the following:
�
(c)�����������The transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule 1 attached hereto.
�
Item 5(e) is hereby amended and restated to read as follows:
�
(e)�����������As of November 6, 2014, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock outstanding.
�

�
�
�


�
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 10, 2014
�
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
 �
� � � �
� � � �
�
By:
/s/ Elliot Greenberg
 �
� �
Elliot Greenberg,
 �
� �
Vice President
 �
� � � �
� � � �
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
 �
� � � �
� � � �
�
By:
/s/ Elliot Greenberg
 �
� �
Elliot Greenberg,
 �
� �
Vice President
 �
� � � �
� � � �

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
�
� � � �
By:
/s/ Elliot Greenberg
 �
�
Elliot Greenberg,
 �
�
Vice President
 �

�

�
�
�


�
SCHEDULE 1
�
Transactions of the Reporting Persons Effected
�
During the Past 60 Days
�
The following transactions were effected by Elliott Associates, L.P.:
�
Date
Security
 �
Amount of Shs.
(Sold)
 � �
Price ($) per Share
 �
11/10/14
Common Stock
 � � (3,040 ) � � 5.8029 �
11/10/14
Common Stock
 � � (170,000 ) � � 5.7711 �
11/10/14
Common Stock
 � � (30,713 ) � � 5.7886 �
11/07/14
Common Stock
 � � (89,852 ) � � 5.9010 �
11/07/14
Common Stock
 � � (74,871 ) � � 5.8681 �
11/07/14
Common Stock
 � � (34,000 ) � � 5.9046 �
11/06/14
Common Stock
 � � (51,972 ) � � 6.0047 �
11/06/14
Common Stock
 � � (84,973 ) � � 5.9836 �
11/05/14
Common Stock
 � � (127,683 ) � � 6.0006 �
11/04/14
Common Stock
 � � (35,065 ) � � 5.9518 �
11/03/14
Common Stock
 � � (36,492 ) � � 5.7960 �
10/31/14
Common Stock
 � � (102,000 ) � � 5.6836 �
10/30/14
Common Stock
 � � (17,000 ) � � 5.4676 �
10/29/14
Common Stock
 � � (17,000 ) � � 5.5209 �
10/28/14
Common Stock
 � � (20,400 ) � � 5.4231 �
10/28/14
Common Stock
 � � (8,500 ) � � 5.3800 �
10/27/14
Common Stock
 � � (8,500 ) � � 5.3292 �
10/24/14
Common Stock
 � � (52,836 ) � � 5.4039 �
10/23/14
Common Stock
 � � (50,000 ) � � 5.4202 �
�
All of the above transactions were effected on the open market.
�

�
The following transactions were effected by Elliott International, L.P.:
�
Date
Security
 �
Amount of Shs.
(Sold)
 � �
Price ($) per Share
 �
11/10/14
Common Stock
 � � (330,000 ) � � 5.7711 �
11/10/14
Common Stock
 � � (5,902 ) � � 5.8029 �
11/10/14
Common Stock
 � � (59,620 ) � � 5.7886 �
11/07/14
Common Stock
 � � (66,000 ) � � 5.9046 �
11/07/14
Common Stock
 � � (174,418 ) � � 5.9010 �
11/07/14
Common Stock
 � � (145,339 ) � � 5.8681 �
11/06/14
Common Stock
 � � (100,887 ) � � 6.0047 �
11/06/14
Common Stock
 � � (164,949 ) � � 5.9836 �
11/05/14
Common Stock
 � � (247,854 ) � � 6.0006 �
11/04/14
Common Stock
 � � (68,068 ) � � 5.9518 �
11/03/14
Common Stock
 � � (70,838 ) � � 5.7960 �
10/31/14
Common Stock
 � � (198,000 ) � � 5.6836 �
10/30/14
Common Stock
 � � (33,000 ) � � 5.4676 �
10/29/14
Common Stock
 � � (33,000 ) � � 5.5209 �
10/28/14
Common Stock
 � � (39,600 ) � � 5.4231 �
10/28/14
Common Stock
 � � (16,500 ) � � 5.3800 �
10/27/14
Common Stock
 � � (16,500 ) � � 5.3292 �
10/24/14
Common Stock
 � � (51,164 ) � � 5.4039 �
�
All of the above transactions were effected on the open market.
�


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