Amended Statement of Ownership (sc 13g/a)
February 08 2017 - 3:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Atlantic Alliance Partnership Corp.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G04897107
(CUSIP Number)
December
31, 2016
(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)
(Page 1 of 6 Pages)
*The remainder of this cover page shall be filled out for a
reporting persons 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
6
CUSIP No.
G04897107
|
13G
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Page 2 of 6 Pages
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1
|
Names of Reporting Persons
Polar Asset
Management Partners Inc.
|
2
|
Check the appropriate box
if a member of a Group (see instructions)
(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
296
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
296
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
296
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
0.01%
|
12
|
Type of Reporting Person (See Instructions)
IA
|
Page
2
of
6
CUSIP No.
G04897107
|
13G
|
Page 3 of 6 Pages
|
Item 1.
(a)
|
Name of Issuer:
|
|
|
|
The name of the issuer is Atlantic Alliance Partnership
Corp. (the
Company
).
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
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The Companys principal executive offices are located at
590 Madison Avenue, New York, 10022
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Item 2.
(a)
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Name of Person Filing:
|
|
|
|
This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws of Ontario, Canada,
which serves as the investment manager to Polar Multi Strategy Master Fund
(PMSMF), a Cayman Islands exempted company and certain managed accounts
(together with PMSMF, the Polar Vehicles), with respect to the Shares
(as defined below) directly held by the Polar Vehicles.
|
|
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The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
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(b)
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Address of Principal Business Office or, if None,
Residence:
|
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The address of the business office of the Reporting
Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4,
Canada.
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(c)
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Citizenship:
|
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The citizenship of the Reporting Person is set forth
above.
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(d)
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Title and Class of Securities:
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Ordinary Shares ("
Shares
")
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(e)
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CUSIP No.:
|
|
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G04897107
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Item 3.
|
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:
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of the
Act;
|
Page
3
of
6
CUSIP No.
G04897107
|
13G
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Page 4 of 6 Pages
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act;
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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;
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(e)
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[_]
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An investment adviser in accordance with Rule
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 Rule 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 Rule 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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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;
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(j)
|
[X]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in
accordance with Rule 240.13d -1(b)(1)(ii)(J), please specify the type of
institution:
The Reporting Person is an investment
fund manager registered with the Ontario Securities Commission and a
broker-dealer registered with the Investment Industry Regulatory Organization of
Canada.
The percentages used herein are
calculated based upon 3,687,233 Shares reported to be outstanding as of November
14, 2016 as reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2016 filed by the Company with the
Securities and Exchange Commission on November 10, 2016.
The information required by Items 4(a)
- (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and
is incorporated herein by reference.
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 [x].
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 or control person.
|
|
|
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Not applicable.
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Page
4
of
6
CUSIP No.
G04897107
|
13G
|
Page 5 of 6 Pages
|
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Item
8.
|
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.
|
Certifications.
|
By signing below the Reporting Person
certifies that, to the best of its knowledge and belief, (i) 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 and (ii) the foreign regulatory
schemes applicable to investment fund managers and broker-dealers are
substantially comparable to the regulatory schemes applicable to the
functionally equivalent U.S. institutions. The Reporting Person also undertakes
to furnish to the Commission staff, upon request, information that would
otherwise be disclosed in a Schedule 13D.
Page
5
of
6
CUSIP No.
G04897107
|
13G
|
Page 6 of 6 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: February 8, 2017
POLAR ASSET MANAGEMENT PARTNERS INC.
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/s/
Jennifer Schwartz
|
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Name:
|
Jennifer Schwartz
|
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Title:
|
VP, Legal and Compliance
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