UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
USEC
INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
90333E108
(CUSIP
Number)
December 31,
2008
(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).
Continued
on following pages
Page 1
of 7 Pages
Schedule
13G
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CUSIP No.:
90333E108
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Page 2
of 7 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
CORRIENTE
ADVISORS, LLC
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole Voting Power |
0
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6.
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Shared Voting Power |
0
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7.
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Sole Dispositive Power |
0
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8.
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Shared Dispositive Power |
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
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12.
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Type
of Reporting Person:
OO/IA
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Schedule
13G
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CUSIP No.:
90333E108
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Page 3
of 7 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
MARK
L. HART III
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole Voting Power |
0
|
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6.
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Shared Voting Power |
0
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7.
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Sole Dispositive Power |
0
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8.
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Shared Dispositive Power |
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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|||
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
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11.
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Percent
of Class Represented by Amount in Row (9)
0%
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12.
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Type
of Reporting Person:
IN/HC
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Page 4
of 7 Pages
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Item
1(a).
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Name
of Issuer:
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USEC Inc.
(the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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2
Democracy Center, 6903 Rockledge Drive, Bethesda, Maryland 20817
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Item
2(a).
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Name
of Person Filing
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This
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting
Persons”):
i) Corriente
Advisors, LLC (“Corriente Advisors”); and
ii) Mark
L. Hart III. (“Mr. Hart”).
This
Statement relates to Shares (as defined herein) held for the accounts each of
Corriente Advisors, LLC, a Delaware limited liability company, and Mark L. Hart
III. Corriente Advisors acts as an investment adviser to, and manages
investment and trading accounts of, other persons, including Corriente Master
Fund, L.P. Corriente Advisors may be deemed, through investment
advisory contracts or otherwise, to beneficially own securities owned by other
persons, including Corriente Master Fund. Mr. Hart is the Chairman
and Chief Executive Officer of Corriente Advisors and may be deemed to control
Corriente Advisors and beneficially own securities owned by Corriente
Advisors.
Each
Reporting Person declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for the purposes
of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
Reporting Person may be deemed to be a member of a group with respect to the
issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of
the Act. Each Reporting Person declares that neither the filing of
this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act) with any other person
as a partnership, limited partnership, syndicate, or other group for the purpose
of acquiring, holding, or disposing of securities of the issuer or otherwise
with respect to the issuer or any securities of the issuer or (ii) a member of
any syndicate or group with respect to the issuer or any securities of the
issuer.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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The
address of the principal business office of each of Corriente Advisors and Mr.
Hart is 201 Main
Street, Suite 1800, Fort Worth, Texas 76102.
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Item
2(c).
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Citizenship:
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i) Corriente
Advisors is a Delaware limited liability company; and
ii) Mr.
Hart is a citizen of the United States of America.
Page 5 of 7 Pages
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock (the “Shares”)
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Item
2(e).
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CUSIP
Number:
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90333E108
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Item
3.
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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:
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This Item
3 is not applicable.
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Item
4.
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Ownership:
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Item 4(a).
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Amount
Beneficially Owned:
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None of
the Reporting Persons may be deemed to beneficially own any Shares.
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Item
4(b).
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Percent
of Class:
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The
number of Shares of which the Reporting Persons may be deemed to be the
beneficial owner of constitutes 0% of the total number of Shares
outstanding.
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Item
4(c).
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Number
of Shares of which such person has:
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Corriente Advisors and Mr.
Hart:
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(i)
Sole power to vote or direct the vote:
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0
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(ii)
Shared power to vote or direct the vote:
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0
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(iii)
Sole power to dispose or direct the disposition of:
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0
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(iv)
Shared power to dispose or direct the disposition of:
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0
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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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 |X|.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person:
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Corriente
Master Fund, L.P. is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the
sale of, the securities covered by this statement that may be deemed to be
beneficially owned by the reporting persons.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
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Page 6 of 7 Pages
See
disclosure in Item 2 hereof.
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Item
8.
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Identification
and Classification of Members of the
Group:
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Each
Reporting Person may be deemed to be a member of a group with respect to the
issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of
the Act. Each Reporting Person declares that neither the filing of
this statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act) with any other person
as a partnership, limited partnership, syndicate, or other group for the purpose
of acquiring, holding, or disposing of securities of the issuer or otherwise
with respect to the issuer or any securities of the issuer or (ii) a member of
any syndicate or group with respect to the issuer or any securities of the
issuer.
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Item
9.
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Notice
of Dissolution of Group:
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Each
reporting person may be deemed to be a member of a group with respect to the
issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of
the Act. Each reporting person declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act) with any other
person as a partnership, limited partnership, syndicate, or other group for the
purpose of acquiring, holding, or disposing of securities of the issuer or
otherwise with respect to the issuer or any securities of the issuer or
(ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
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Item
10.
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Certification:
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By
signing below each of the Reporting Persons certifies that, to the best of their
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.
Page
7 of 7 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.
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Date:
February 17, 2009
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CORRIENTE
ADVISORS, LLC
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By: /s/ James E.
Haddaway
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Name:
James E. Haddaway
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Title: Chief
Financial Officer and Chief Operating Officer
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Date: February 17,
2009
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MARK
L. HART III
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/s/ Mark L. Hart III
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Name: Mark
L. Hart III
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