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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
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Employers
Holdings, Inc.
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(Name of
Issuer)
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Common
Stock, par value $0.01 per share
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(Title of
Class of Securities)
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292218104
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(CUSIP
Number)
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December
31, 2009
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(Date
of Event which Requires Filing of this
Statement)
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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. Beneficial ownership
information contained herein is given as of the date listed above.
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.
292218104
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1
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Names
of Reporting Persons.
Greenlight
Capital, L.L.C.
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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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 Sole
Voting Power
0
shares
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6 Shared
Voting Power
901,905
shares
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
901,905
shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
901,905
shares
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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)
2.0%**
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12
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Type
of Reporting Person (See Instructions)
OO
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**SEE
ITEM 4(b).
CUSIP No.
292218104
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1
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Names
of Reporting Persons.
Greenlight
Capital, Inc.
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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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 Sole
Voting Power
0
shares
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6 Shared
Voting Power
2,190,200
shares
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
2,190,200
shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,190,200
shares
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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)
5.0%**
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12
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Type
of Reporting Person (See Instructions)
CO
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**SEE
ITEM 4(b).
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CUSIP No.
292218104
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1
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Names
of Reporting Persons.
DME
Advisors, L.P.
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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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 Sole
Voting Power
0
shares
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6 Shared
Voting Power
134,800
shares
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
134,800
shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
134,800
shares
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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)
0.3%**
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12
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Type
of Reporting Person (See Instructions)
PN
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**SEE
ITEM 4(b).
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CUSIP No.
292218104
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1
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Names
of Reporting Persons.
DME
Advisors GP, L.L.C.
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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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 Sole
Voting Power
0
shares
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6 Shared
Voting Power
134,800
shares
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
134,800
shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
134,800
shares
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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)
0.3%**
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12
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Type
of Reporting Person (See Instructions)
OO
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**SEE
ITEM 4(b).
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CUSIP No.
292218104
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1
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Names
of Reporting Persons.
David
Einhorn
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
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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.
U.S.
Citizen
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
0
shares
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6 Shared
Voting Power
2,325,000
shares
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7 Sole
Dispositive Power
0
shares
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8 Shared
Dispositive Power
2,325,000
shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,325,000
shares
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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)
5.3%**
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12
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Type
of Reporting Person (See Instructions)
IN
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**SEE
ITEM 4(b).
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CUSIP No.
292218104
SCHEDULE
13G
This
Schedule 13G is being filed on behalf of Greenlight Capital, L.L.C., a
Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc.,
a Delaware corporation (“Greenlight Inc.”), DME Advisors, L.P., a Delaware
limited partnership (“Advisors”), DME Advisors GP, L.L.C., a Delaware limited
liability company that serves as general partner to Advisors (“DME GP” and
together with Greenlight LLC, Greenlight Inc. and Advisors, “Greenlight”), and
Mr. David Einhorn, the principal of Greenlight (collectively with
Greenlight, the “Reporting Persons”).
This
Schedule 13G relates to common stock, par value $0.01 (“Common Stock”), of
Employers Holdings, Inc., a Nevada corporation (the “Issuer”), purchased by
Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight
Fund”), of which Greenlight LLC is the general partner and for which Greenlight
Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P.
(“Greenlight Qualified”), of which Greenlight LLC is the general partner and for
which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital
Offshore Partners (“Greenlight Offshore”) for which Greenlight Inc. acts as
investment manager, and (iv) the managed account for which Advisors acts as
investment manager.
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Item 1
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(a)
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Name
of Issuer
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Employers
Holdings, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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10375
Professional Circle
Reno,
Nevada 89521
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Item 2
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(a)
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Name
of Person Filing
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This
statement is being filed on behalf of each of the following
persons:
(i) Greenlight
Capital, L.L.C.;
(ii) Greenlight
Capital, Inc.;
(iii) DME
Advisors, L.P.;
(iv) DME
Advisors GP, L.L.C.; and
(v) David
Einhorn.
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(b)
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Address
of Principal Business Office or, if none, Residence
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The
principal business office of each the Reporting Persons is 140 East
45th
Street, 24th
Floor, New York, New York 10017.
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(c)
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Citizenship
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CUSIP No.
292218104
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(i) Greenlight
LLC is a limited liability company organized under the laws of the State
of Delaware.
(ii) Greenlight
Inc. is a corporation organized under the laws of the State of
Delaware.
(iii) Advisors
is a limited partnership organized under the laws of the State of
Delaware.
(iv) DME
GP is a limited liability company organized under the laws of the State of
Delaware.
(v) David
Einhorn is a United States citizen.
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(d)
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Title
of Class of Securities
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Common
Stock, par value $0.01 per share
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(e)
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CUSIP
Number
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292218104
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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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(a)
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[
]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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[
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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[
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Insurance
Company as defined in Section 3(a)(19) of the Act;
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(d)
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[
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
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(e)
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[
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
]
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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);
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(j)
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[
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A
non-U.S. institution in accordance with
§240.13d–1(b)(1)(ii)(J);
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(k)
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[
]
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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If filing
as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
CUSIP No.
292218104
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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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i)
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Greenlight
LLC may be deemed the beneficial owner of an aggregate of 901,905 shares
of Common Stock held for the accounts of Greenlight Fund and Greenlight
Qualified.
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ii)
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Greenlight
Inc. may be deemed the beneficial owner of an aggregate of 2,190,200
shares of Common Stock held for the accounts of Greenlight Fund,
Greenlight Qualified and Greenlight
Offshore.
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iii)
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Advisors
may be deemed the beneficial owner of 134,800 shares of Common Stock held
for the managed account for which Advisors acts as investment
manager.
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iv)
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DME
GP may be deemed the beneficial owner of 134,800 shares of Common Stock
held for the managed account for which Advisors acts as investment
manager.
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v)
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Mr. Einhorn
may be deemed the beneficial owner of 2,325,000 shares of Common Stock.
This number consists of: (A) an aggregate of 901,905 shares of Common
Stock held for the accounts of Greenlight Fund and Greenlight Qualified,
(B) 1,288,295 shares of Common Stock held for the account of Greenlight
Offshore, and (C) 134,800 shares of Common Stock held for the managed
account for which Advisors acts as investment
manager.
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The
filing of this Schedule 13G shall not be construed as an admission that any
of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any of the shares of
Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore
or the managed account for which Advisors acts as investment manager. Pursuant
to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial
ownership except to the extent of their pecuniary interest in any shares of
Common Stock, if applicable.
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Item
4(b)
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Percent
of Class:
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The
information set forth in Rows 5 through 11 of the cover page for each Reporting
Person is hereby incorporated by reference into this Item 4(b) for each
such Reporting Person. The denominator for determining the percentage of shares
of Common Stock held by each of the Reporting Persons was 44,004,442, which is
the number of shares of Common Stock outstanding as of October 30, 2009, as
reported in the Form 10-Q filed by the Issuer on November 5, 2009 with the
Securities and Exchange Commission.
Item
4(c) Number of shares as to which each such person has voting
and dispositive power:
The
information set forth in Rows 5 through 11 of the cover page for each Reporting
Person is hereby incorporated by reference into this Item 4(c) for each
such Reporting Person.
CUSIP No.
292218104
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Item 5
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Ownership
of Five Percent or Less of a Class
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Not
applicable.
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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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Not
applicable.
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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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Not
applicable.
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Item 8
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Identification
and Classification of Members of the
Group
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Not
applicable.
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Item 9
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Notice
of Dissolution of Group
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Not
applicable.
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Item 10
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Certification
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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.
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Exhibits
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Exhibit
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Joint
Filing Agreement by and among the Reporting
Persons.
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CUSIP No.
292218104
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.
Date: February
16, 2010
Greenlight
Capital, L.L.C.
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
Greenlight
Capital, Inc.
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
DME
Advisors, L.P.
By: DME
Advisors GP, L.L.C.
its
general partner
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
DME
Advisors GP, L.L.C.
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
/s/DANIEL
ROITMAN*
Daniel
Roitman, on behalf of David Einhorn
* The
Power of Attorney, executed by David Einhorn authorizing Harry Brandler and
Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf,
which was filed with a Schedule 13G filed with the Securities and Exchange
Commission on July 18, 2005 by the Reporting Persons with respect to the
Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by
reference.
CUSIP No.
292218104
EXHIBIT
INDEX
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Exhibit
No.
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Description
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Exhibit
1 Joint
Filing Agreement by and among the Reporting Persons.
CUSIP No.
292218104
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a statement on Schedule 13G and/or 13D (including any and all amendments
thereto) with respect to Common Stock of Employers Holdings, Inc., and further
agree that this Joint Filing Agreement shall be included as an Exhibit to such
joint filings.
The
undersigned further agree that each party hereto is responsible for the timely
filing of such Statement on Schedule 13G and/or 13D and any amendments
thereto, and for the accuracy and completeness of the information concerning
such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if
the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of February 16, 2010.
Greenlight
Capital, L.L.C.
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
Greenlight
Capital, Inc.
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
DME
Advisors, L.P.
By: DME
Advisors GP, L.L.C.
its
general partner
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
DME
Advisors GP, L.L.C.
By: /s/DANIEL
ROITMAN
Daniel
Roitman
Chief
Operating Officer
/s/DANIEL
ROITMAN*
Daniel
Roitman, on behalf of David Einhorn