SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

QUARTET MERGER CORP.

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

747717106

(CUSIP Number)
 

October 2, 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:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*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).

  

 
CUSIP No. 74771710613G/APage 2 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

Polar Securities Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 74771710613G/APage 3 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

North Pole Capital Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 74771710613G/APage 4 of 7 Pages

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is QUARTET MERGER CORP. (the “Company”).
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Company’s principal executive offices are located at 777 Third Avenue, 37th Floor, New York, New York 10017.
   
Item 2(a). NAME OF PERSON FILING
  This statement is filed by:
  (i) North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Common Stock (defined in item 2(d) below) reported in this Schedule 13G/A underlying debentures and warrants directly held by it; and
   
  (ii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws of Ontario, Canada, serving as investment advisor to North Pole with respect to the Common Stock reported in this Schedule 13G/A directly held by North Pole.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
   

 

Item 2(c). CITIZENSHIP
  The citizenship of each of the Reporting Persons is set forth above.
   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.0001 per share (the "Common Stock").
   

 

Item 2(e). CUSIP NUMBER
  747717106
   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;

 

 
CUSIP No. 74771710613G/APage 5 of 7 Pages

 

  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: Not applicable.

   

 

Item 4. OWNERSHIP  
     
  A. Polar Securities Inc.
      (a) Amount beneficially owned:  0
      (b) Percent of class: 0.0%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  0
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition of:  0
             

 

  B. North Pole Capital Master Fund
      (a) Amount beneficially owned:  0
      (b) Percent of class:  0.0%
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  0
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition:  0

 

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 5 percent of the class of securities, check the following [X]
   

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.
   

 

 
CUSIP No. 74771710613G/APage 6 of 7 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.
   

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following 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 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.

 

 
CUSIP No. 74771710613G/APage 7 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: October 8, 2014

 

polar securities inc.    
     
/s/ Paul Sabourin    
Name: Paul Sabourin    
Title: Chief Investment Officer    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

    
Name: Paul Sabourin    
Title: Chief Investment Officer    
     
     

 

 

 

 

 

 

Pangaea Logistics Soluti... (NASDAQ:PANL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Pangaea Logistics Soluti... Charts.
Pangaea Logistics Soluti... (NASDAQ:PANL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Pangaea Logistics Soluti... Charts.