|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
EastBay Asset Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
|
|
|
(b) [_]
|
|
|
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
16.9%*
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
* The number of Shares (as defined in Item
1) reported herein is comprised of (i) 6,230,415 of Shares that were purchased as Variable Voting Shares and (ii) 16,520,410 of
Shares that were purchased as Common Voting Shares, each as described in the Issuer’s 40-F filed on September 25, 2018 and
incorporated herein by reference. The number and percent of class is calculated based on the aggregate total of 134,293,890 Common
and Variable Voting Shares outstanding as of June 30, 2018 as provided in the Issuer’s 40-F filed on September 25, 2018.
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
EastBay General Partner LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
|
|
|
(b) [_]
|
|
|
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
19,354,783*
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
19,354,783*
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
19,354,783*
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
14.4%*
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
* The number of Shares reported herein is comprised
of (i) 5,073,093 of Shares that were purchased as Variable Voting Shares and (ii) 14,281,690 of Shares that were purchased as Common
Voting Shares, each as described in the Issuer’s 40-F filed on September 25, 2018 and incorporated herein by reference. The
number and percent of class is calculated based on the aggregate total of 134,293,890 Common and Variable Voting Shares outstanding
as of June 30, 2018 as provided in the Issuer’s 40-F filed on September 25, 2018.
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
EastBay Master Fund, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
|
|
|
(b) [_]
|
|
|
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
14,180,177*
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
14,180,177*
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
14,180,177*
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
10.6%*
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
* The number of Shares reported herein is comprised
of (i) 2,478,787 of Shares that were purchased as Variable Voting Shares and (ii) 11,701,390 of Shares that were purchased as Common
Voting Shares, each as described in the Issuer’s 40-F filed on September 25, 2018 and incorporated herein by reference. The
number and percent of class is calculated based on the aggregate total of 134,293,890 Common and Variable Voting Shares outstanding
as of June 30, 2018 as provided in the Issuer’s 40-F filed on September 25, 2018.
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
Adam Wolfberg
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
|
|
|
(b) [_]
|
|
|
|
|
|
|
|
|
|
5.
|
CHECK BOX 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
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
16.9%*
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
* The number of Shares reported herein is comprised
of (i) 6,230,415 of Shares that were purchased as Variable Voting Shares and (ii) 16,520,410 of Shares that were purchased as Common
Voting Shares, each as described in the Issuer’s 40-F filed on September 25, 2018 and incorporated herein by reference. The
number and percent of class is calculated based on the aggregate total of 134,293,890 Common and Variable Voting Shares outstanding
as of June 30, 2018 as provided in the Issuer’s 40-F filed on September 25, 2018.
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
Steve Landry
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
|
|
|
(b) [_]
|
|
|
|
|
|
|
|
|
|
5.
|
CHECK BOX 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
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
22,750,825*
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
16.9%*
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
* The number of Shares reported herein is comprised
of (i) 6,230,415 of Shares that were purchased as Variable Voting Shares and (ii) 16,520,410 of Shares that were purchased as Common
Voting Shares, each as described in the Issuer’s 40-F filed on September 25, 2018 and incorporated herein by reference. The
number and percent of class is calculated based on the aggregate total of 134,293,890 Common and Variable Voting Shares outstanding
as of June 30, 2018 as provided in the Issuer’s 40-F filed on September 25, 2018.
|
Item 1.
|
Security and Issuer.
|
|
|
|
The name of the issuer is DHX Media Ltd., a Canadian corporation (the "Issuer"). The address of the Issuer's principal executive offices is 1478 Queen Street, Halifax, Nova Scotia, B3J 2H7, Canada. This Schedule 13D relates to the Issuer's
Common and
Variable Voting Shares (the "Shares").
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Identity and Background.
|
|
|
|
(a), (f)
|
This Schedule 13D is being filed by (i) EastBay Asset Management, LLC, a Delaware limited liability company (“Eastbay”), as the investment manager to certain private investment funds (including Eastbay Master Fund, as defined below) and separate accounts, with respect to Shares owned by such private investment funds and separate accounts, (ii) EastBay General Partner LLC, a Delaware limited liability company (“Eastbay GP”), as the general partner of certain private investment funds (including Eastbay Master Fund), (iii) EastBay Master Fund, LP, a Cayman Islands private investment fund (“Eastbay Master Fund”), with respect to Shares owned by such private investment fund, and (iv) Adam Wolfberg and Steve Landry, the managing members of Eastbay, with respect to Shares beneficially owned by Adam Wolfberg and Steve Landry (collectively, the “Reporting Persons”).
|
|
|
|
|
|
|
|
|
(b)
|
The principal business address for each of the Reporting Persons is 650 Fifth Avenue, Suite 1640, New York, New York 10019.
|
|
|
|
|
|
|
|
|
(c)
|
Eastbay provides investment management services to private investment funds, including Eastbay Master Fund, and separate accounts. Eastbay GP serves as the general partner to private investment funds, including Eastbay Master Fund. Eastbay Master Fund is a private investment fund. Adam Wolfberg and Steve Landry are the managing members of Eastbay.
|
|
|
|
|
|
|
|
|
(d), (e)
|
During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group.
|
|
|
|
|
|
|
|
|
|
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
|
|
|
|
|
|
The funds for the purchase of the Shares came from the working capital of Eastbay Master Fund and other clients of Eastbay. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business.
|
|
|
|
|
|
|
Item 4.
|
Purpose of Transaction.
|
|
|
|
|
|
|
|
The Reporting Persons have acquired their Shares
of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting
Persons have no plans or proposals as of the date of this filing which, relate to, or would result in, any of the actions enumerated
in Item 4 of the instructions to Schedule 13D, except as set forth below.
The Reporting Persons have been in
contact with, and reserve the right to continue to be in contact with, members of the Issuer's management, the
members of the Issuer's Board of Directors, other significant shareholders and others
regarding alternatives that the Issuer could employ to increase shareholder value. The contact may
include proposing or considering any of the actions enumerated in Item 4 of the instructions
to Schedule 13D.
The Reporting Persons reserve the right to
effect transactions that would change the number of shares they may be deemed to beneficially own.
|
|
|
|
|
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
|
|
|
|
|
|
(a) - (e)
|
As of the date hereof (i) each of Eastbay,
Adam Wolfberg and Steve Landry may be deemed to be the beneficial owner of 22,750,825 shares, constituting 16.9% of the Shares,
(ii) Eastbay GP may be deemed to be the beneficial owner of 19,354,783 Shares, constituting 14.4% of the Shares, and (iii) Eastbay
Master Fund may be deemed to be the beneficial owner of 14,180,177 Shares, constituting 10.6% of the Shares, in each case based
upon 134,293,890 Shares outstanding as of the date hereof.
Eastbay has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 22,750,825 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 22,750,825 Shares.
Eastbay GP has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 19,354,783 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 19,354,783 Shares.
Eastbay Master Fund has the sole power to vote
or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 14,180,177 Shares; has the sole power to dispose
or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 14,180,177 Shares.
Adam Wolfberg has the sole power to vote or
direct the vote of 0 Shares; has the shared power to vote or direct the vote of 22,750,825 Shares; has the sole power to dispose
or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 22,750,825 Shares.
Steve Landry has the sole power to vote or
direct the vote of 0 Shares; has the shared power to vote or direct the vote of 22,750,825 Shares; has the sole power to dispose
or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 22,750,825 Shares.
The trading
dates, number of Shares purchased or sold and the price per share for all transactions in the Shares during the last 60 days by
the Reporting Persons are set forth in Exhibit B and were effected in the open market.
|
|
|
|
|
|
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
|
|
|
|
|
|
The Reporting Persons hold derivative positions related to 10,276,600 Shares in the form of total return swap instruments. The total return swap positions are cash settled. The Reporting Persons do not and cannot direct or control the purchases or sales, if any, of any Shares held by the relevant derivative counterparties and do not and cannot control the voting rights associated with any such Shares.
|
|
|
|
|
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
|
Exhibit A: Joint Filing Agreement
Exhibit B: A description of the transactions in the Shares that
were effected by the Reporting Persons during the last 60 days.
|
|
|
|
|
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.
|
|
EastBay Asset Management, LLC*
By:
/s/ Hanif Dhanani
Name: Hanif Dhanani
Title: Chief Compliance Officer
EastBay General Partner LLC*
By:
/s/ Hanif Dhanani
Name: Hanif Dhanani
Title: Chief Compliance Officer
EastBay Master Fund, LP*
By: EastBay General Partner LLC, its general partner
By:
/s/ Hanif Dhanani
Name: Hanif Dhanani
Title: Chief Compliance Officer
/s/ Adam Wolfberg
Adam Wolfberg*
/s/ Steve Landry
Steve Landry*
|
* This reporting person disclaims beneficial
ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed
an admission that any such person is the beneficial owner of these securities for purposes of Section 13 of the U.S. Securities
Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that
this Schedule 13D, dated November 5, 2018, relating to the
Common
and
Variable Voting Shares of DHX Media, Inc. shall be filed on behalf of the undersigned.
|
|
EastBay Asset Management, LLC
By:
/s/ Hanif Dhanani
Name: Hanif Dhanani
Title: Chief Compliance Officer
EastBay General Partner LLC
By:
/s/ Hanif Dhanani
Name: Hanif Dhanani
Title: Chief Compliance Officer
EastBay Master Fund, LP
By: EastBay General Partner LLC, its general partner
By:
/s/ Hanif Dhanani
Name: Hanif Dhanani
Title: Chief Compliance Officer
/s/ Adam Wolfberg
Adam Wolfberg
/s/ Steve Landry
Steve Landry
|
Exhibit B
TRANSACTIONS IN SHARES BY ACCOUNTS ADVISED
BY EASTBAY ASSET MANAGEMENT, LLC
|
Transaction
|
Date
|
Shares
|
Price
|
|
Purchase
|
9/25/2018
|
250,000
|
$1.31
|
|
Purchase
|
9/25/2018
|
105,000
|
$1.26
|
|
Purchase
|
9/25/2018
|
105,000
|
$1.13
|
|
Purchase
|
9/25/2018
|
63,000
|
$1.24
|
|
Purchase
|
9/25/2018
|
42,000
|
$1.32
|
|
Purchase
|
9/25/2018
|
42,000
|
$1.29
|
|
Purchase
|
9/25/2018
|
42,000
|
$1.24
|
|
Purchase
|
9/25/2018
|
30,500
|
$1.27
|
|
Purchase
|
9/25/2018
|
21,000
|
$1.29
|
|
Purchase
|
9/25/2018
|
17,346
|
$1.16
|
|
Purchase
|
9/25/2018
|
10,000
|
$1.27
|
|
Purchase
|
9/26/2018
|
381,839
|
$1.24
|
|
Purchase
|
9/26/2018
|
349,688
|
$1.34
|
|
Purchase
|
9/26/2018
|
300,000
|
$1.31
|
|
Purchase
|
9/26/2018
|
190,920
|
$1.18
|
|
Purchase
|
9/26/2018
|
114,552
|
$1.15
|
|
Purchase
|
9/26/2018
|
76,368
|
$1.28
|
|
Purchase
|
9/26/2018
|
76,368
|
$1.25
|
|
Purchase
|
9/26/2018
|
38,200
|
$1.31
|
|
Purchase
|
9/27/2018
|
141,800
|
$1.52
|
|
Purchase
|
9/27/2018
|
77,000
|
$1.48
|
|
Purchase
|
9/28/2018
|
191,350
|
$1.47
|
|
Purchase
|
9/28/2018
|
191,350
|
$1.41
|
|
Purchase
|
9/28/2018
|
16,800
|
$1.44
|
|
Purchase
|
10/1/2018
|
116,100
|
$1.48
|
|
Purchase
|
10/2/2018
|
150,000
|
$1.44
|
|
Purchase
|
10/9/2018
|
191,427
|
$1.64
|
|
Purchase
|
10/10/2018
|
192,079
|
$1.66
|
|
Purchase
|
10/11/2018
|
250,000
|
$1.64
|
|
Purchase
|
10/18/2018
|
100,000
|
$1.50
|
|
Purchase
|
10/19/2018
|
63,400
|
$1.63
|
|
Purchase
|
10/19/2018
|
36,600
|
$1.60
|
|
Purchase
|
10/22/2018
|
100,000
|
$1.58
|
|
Purchase
|
10/22/2018
|
100,000
|
$1.55
|
|
Purchase
|
10/22/2018
|
100,000
|
$1.55
|
|
Purchase
|
10/23/2018
|
200,000
|
$1.62
|
|
Purchase
|
10/25/2018
|
100,000
|
$1.70
|
|
Purchase
|
10/26/2018
|
100,000
|
$1.80
|
|
Purchase
|
10/26/2018
|
100,000
|
$1.78
|
|
Purchase
|
10/30/2018
|
100,000
|
$1.81
|
|
Purchase
|
10/31/2018
|
95,306
|
$1.83
|
|
Purchase
|
10/31/2018
|
54,100
|
$1.85
|
|
Purchase
|
10/31/2018
|
50,000
|
$1.82
|
|
Sale
|
11/1/2018
|
12,300
|
$2.51
|
|
Sale
|
11/1/2018
|
200,000
|
$2.66
|
|
Sale
|
11/2/2018
|
180,700
|
$2.69
|