Amended Statement of Beneficial Ownership (sc 13d/a)
October 10 2014 - 05:00PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Quartet Merger Corp. |
(Name of Issuer) |
|
Common Stock |
(Title of Class of Securities) |
|
747717 106 |
(CUSIP Number) |
|
Eric S. Rosenfeld
c/o Crescendo Partners
777 Third Avenue, 37th Floor
New York, New York 10017
Telephone: (212) 319-7676 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
October 2, 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 that 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 that
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).
CUSIP No. 747717 106 |
SCHEDULE 13D |
Page 2 of 4 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eric S. Rosenfeld |
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
|
CUSIP No. 747717 106 |
SCHEDULE 13D |
Page 3 of 4 Pages |
This Amendment No. 2 amends the Schedule
13D (“Schedule 13D”), filed by Eric S. Rosenfeld with respect to ownership of shares of the common stock, par
value $0.0001 (the “Common Stock”), of Quartet Merger Corp., a Delaware corporation (the “Issuer”)
(as previously filed, the “Existing Schedule 13D,” and as amended hereby, this “Schedule 13D”).
Except as set forth below, the disclosure in the Existing Schedule 13D remains unchanged. Capitalized terms used herein which are
not defined herein have the meaning given to them in the Existing Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Existing Schedule 13D is hereby supplemented
as follows:
On October 2, 2014 the Issuer completed
its business combination with Pangaea following the receipt of stockholder approval of the Merger Agreement on September 29, 2014.
Pursuant to the Merger Agreement, (1) Merger
Sub was merged with and into Pangaea, with Pangaea surviving and becoming the wholly-owned subsidiary of Holdco (the “transaction
merger”) and (2) Quartet was merged with and into Holdco, with Holdco surviving as the public company (the “redomestication
merger” and together with the transaction merger, the “mergers”).
Item 5. Interest in Securities of the Issuer.
On October 2, 2014, upon the consummation
of the Issuer’s business combination as described in Item 4, Mr. Rosenfeld’s common stock converted into common shares
of Holdco and Mr. Rosenfeld ceased to be a beneficial owner of common stock of the Issuer.
CUSIP No. 747717 106 |
SCHEDULE 13D |
Page
4 of 4 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.
Dated: October 10, 2014
/s/ Eric Rosenfeld
Eric
Rosenfeld
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