Statement of Ownership (sc 13g)
February 10 2015 - 4:26PM
Edgar (US Regulatory)
<SEQUENCE>1
<FILENAME>MEA_sc13g.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Metalico, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
591176102
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[X] 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 8 Pages
CUSIP No. 591176102 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
937,615 shares of Common Stock issuable upon conversion
of Series A convertible notes
3,903,270 shares of Common Stock issuable upon conversion
of Series B convertible notes
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
937,615 shares of Common Stock issuable upon conversion
of Series A convertible notes
3,903,270 shares of Common Stock issuable upon conversion
of Series B convertible notes
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
937,615 shares of Common Stock issuable upon conversion
of Series A convertible notes
3,903,270 shares of Common Stock issuable upon conversion
of Series B convertible notes
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.66%
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(12) TYPE OF REPORTING PERSON
PN
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CUSIP No. 591176102 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
937,615 shares of Common Stock issuable upon conversion
of Series A convertible notes
3,903,270 shares of Common Stock issuable upon conversion
of Series B convertible notes
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
937,615 shares of Common Stock issuable upon conversion
of Series A convertible notes
3,903,270 shares of Common Stock issuable upon conversion
of Series B convertible notes
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
937,615 shares of Common Stock issuable upon conversion
of Series A convertible notes
3,903,270 shares of Common Stock issuable upon conversion
of Series B convertible notes
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.66%
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(12) TYPE OF REPORTING PERSON
IN
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CUSIP No. 591176102 13G Page 4 of 8 Pages
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Item 1.
(a) Name of Issuer
Metalico, Inc. a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
186 North Avenue East
Cranford, NJ 07016
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
"Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are
collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such Reporting
Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
591176102
CUSIP No. 591176102 13G Page 5 of 8 Pages
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Item 3. If this statement is filed pursuant to ss.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 (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-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
(15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-
1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with ss.240.13d-
1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Current Report on Form 10-Q filed with the Securities and
Exchange Commission on November 14, 2014, discloses that the total number of
outstanding shares of Common Stock as of November 7, 2014 was 58,322,983. The
percentages set forth on Row (11) of the cover page for each Reporting Person
is based on the Company's total number of outstanding shares of Common Stock
and assumes the conversion of the reported Series A and Series B convertible
notes.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd. in whose name the reported securities are held, may be
deemed to be the beneficial owner of all shares of Common Stock underlying the
convertible preferred stock and warrants held by Hudson Bay Master Fund Ltd.
Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which
is the general partner of the Investment Manager. Mr. Gerber disclaims
beneficial ownership of these securities.
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.
CUSIP No. 591176102 13G Page 6 of 8 Pages
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Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its 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 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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CUSIP No. 591176102 13G Page 7 of 8 Pages
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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: February 10, 2015
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 591176102 13G Page 8 of 8 Pages
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Common Stock, par value $0.001 per share of Metalico, Inc. is being filed, and
all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 10, 2015
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
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