UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of issuer)
(Title of class of securities)
(CUSIP number)
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Frederic Dorwart
Frederic Dorwart, Lawyers
124 East Fourth Street
Tulsa, Oklahoma 74103
(918) 583-9922
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(Name, address and telephone number of person authorized to receive notices and communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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.
*
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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 disclosures provided in a prior cover page.
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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 (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).
SCHEDULE 13D
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CUSIP No. 723443107
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Page 2 of 9 Pages
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(1)
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Names of reporting persons
Wayne King
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(2)
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Check the
appropriate box if a member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use
only
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(4)
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Source of funds
(see instructions)
PF
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(5)
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Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or
place of organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
618,664
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
618,664
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(10)
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Shared dispositive
power
0
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(11)
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Aggregate amount beneficially
owned by each reporting person
618,664
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
3.23%
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(14)
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Type of reporting person (see
instructions)
IN
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SCHEDULE 13D
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CUSIP No. 723443107
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Page 3 of 9 Pages
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(1)
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Names of reporting persons
Meson Capital Partners, LP
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(2)
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Check the
appropriate box if a member of a group (see instructions)
(a)
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(b)
x
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(3)
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SEC use
only
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(4)
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Source of funds
(see instructions)
WC
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(5)
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Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or
place of organization
New
York
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
550,602
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
550,602
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(10)
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Shared dispositive
power
0
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(11)
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Aggregate amount beneficially
owned by each reporting person
550,602
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
2.88%
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(14)
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Type of reporting person (see
instructions)
PN
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SCHEDULE 13D
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CUSIP No. 723443107
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Page 4 of 9 Pages
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(1)
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Names of reporting persons
Meson Capital Partners, LLC
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(2)
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Check the
appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
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(3)
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SEC use
only
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(4)
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Source of funds
(see instructions)
WC
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(5)
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Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or
place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
563,802
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive
power
563,802
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(11)
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Aggregate amount beneficially
owned by each reporting person
563,802
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
2.95%
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(14)
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Type of reporting person (see
instructions)
OO (Limited Liability
Company)
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SCHEDULE 13D
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CUSIP No. 723443107
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Page 5 of 9 Pages
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(1)
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Names of reporting persons
Ryan J. Morris
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(2)
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Check the
appropriate box if a member of a group (see instructions)
(a)
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(b)
x
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(3)
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SEC use
only
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(4)
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Source of funds
(see instructions)
WC,
PF
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(5)
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Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or
place of organization
Canada
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
13,200
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(8)
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Shared voting power
550,602
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(9)
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Sole dispositive power
13,200
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(10)
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Shared dispositive
power
550,602
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(11)
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Aggregate amount beneficially
owned by each reporting person
563,802
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨
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(13)
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Percent of class represented by
amount in Row (11)
2.95%
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(14)
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Type of reporting person (see
instructions)
IN
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Item 1. Security and Issuer
Item 1 is hereby amended by deleting Item 1 of Initial 13D in its entirety and replacing it with the following:
The Schedule 13D filed with the Securities and Exchange Commission on January 31, 2012 (the
Initial 13D) by the Reporting Persons (defined below) with respect to the common stock, $.01 par value per share (the Common Stock), of Pinnacle Airline Corp. (the Issuer or the Company) is hereby
amended by this Amendment No. 1 to furnish additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. The principal executive
office address of the Issuer is 1689 Nonconnah Blvd, Suite 111, Memphis, Tennessee 38132.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 is hereby amended by deleting Item 3 of Initial 13D in its entirety and
replacing it with the following:
As of February 16, 2012, Mr. King owns 618,664 shares of Common
Stock and had invested $1,511,732.00 (including commissions and fees). The source of these funds was personal funds.
As of February 16, 2012, MCP LP owns 550,602 shares of Common Stock and had invested $561,741.39 (including commissions and fees). The source of these funds was working capital.
As of February 16, 2012, Mr. Morris owns 13,200 shares of Common Stock and had invested $13,736.00 (including
commissions and fees). The source of these funds was working capital and personal funds.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by deleting Item 5 of Initial 13D in its entirety and replacing it
with the following:
(a) and (b) As of November 1, 2011, the Issuer had 19,127,691 shares of Common
Stock outstanding based on the information contained in the Issuers Form 10-Q for the quarter ended September 30, 2011, filed on November 4, 2011.
As of the date hereof, Mr. King directly owns 618,664 shares of Common Stock (approximately 3.23%).
As of the date hereof, MCP LP owns 550,602 shares (MCP LP Shares) of Common Stock (approximately 2.88%) of
the issued and outstanding Common Stock. As general partner of MCP LP, MCP LLC may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the MCP LP Shares. MCP LLC does not
own any shares of Common Stock directly and disclaims beneficial ownership of the MCP LP Shares. As managing member of MCP LLC, Mr. Morris may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or
direct the disposition of) any shares of Common Stock beneficially owned by MCP LLC. In addition, as of the date hereof, Mr. Morris beneficially owns and has voting and dispositive power over 13,200 shares (Morris Shares) of Common
Stock (approximately 0.07%) of the issued and outstanding Common Stock. Mr. Morris disclaims beneficial ownership of any shares of Common Stock beneficially owned by MCP LP. MCP LLC, as an entity which is managed by Mr. Morris, may be
deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Morris Shares. MCP LLC disclaims beneficial ownership of Morris Shares.
In addition, the group that may have been deemed to be formed by the Reporting Persons may be deemed to beneficially own
the 1,182,466 shares of Common Stock of the Issuer held by all of the Reporting Persons combined (approximately 6.18% of the Common Stock of the Issuer), and each of the Reporting Persons may be deemed to beneficially own the shares of each other
Reporting Person.
The filing of this Schedule shall not be construed as an admission that any of the
Reporting Persons is, for any purpose, the beneficial owner of the Common Stock held by any other Reporting Person, and each disclaims beneficial ownership of the shares held by the others.
(c) During the last 60 days, Mr. King, MCP LP, and Mr. Morris purchased the following shares of Common Stock in
the open market:
Mr. King:
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September 30,
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September 30,
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September 30,
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Date
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Quantity
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$ Amount
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Price per Share
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12/19/2011
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1,903
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1,807.85
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0.95
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12/20/2011
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4,400
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3,828.00
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0.87
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1/24/2012
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1
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0.76
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0.76
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1/25/2012
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70,600
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55,562.20
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0.79
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2/15/2012
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10,000
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14,000.00
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1.40
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2/16/2012
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6,700
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9,112.00
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1.36
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MCP LP:
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September 30,
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September 30,
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September 30,
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Date
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Quantity
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$ Amount
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Price per Share
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12/19/2011
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20,000
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19,184.00
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0.9592
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12/21/2011
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100,000
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85,560.00
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0.8556
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1/6/2012
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16,129
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14,249.97
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0.8835
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1/9/2012
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23,356
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21,697.72
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0.929
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1/10/2012
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60,000
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58,614.00
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0.9769
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1/11/2012
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7,298
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6,641.18
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0.91
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1/13/2012
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12,349
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11,237.59
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0.91
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1/17/2012
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353
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321.23
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0.91
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1/18/2012
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4,955
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4,558.60
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0.92
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1/19/2012
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5,045
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4,641.40
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0.92
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1/20/2012
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50,000
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44,100.00
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0.882
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1/20/2012
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52
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43.16
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0.83
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1/23/2012
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29,948
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24,856.84
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0.83
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1/24/2012
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10,515
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7,991.40
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0.76
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1/25/2012
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10,000
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7,900.00
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0.79
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1/26/2012
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17,400
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13,883.46
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0.7979
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1/27/2012
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32,600
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27,058.00
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0.83
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2/8/2012
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15,728
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20,446.40
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1.3
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2/9/2012
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51,750
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71,565.08
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1.3829
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2/10/2012
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44,924
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63,329.36
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1.4097
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2/13/2012
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38,200
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53,862.00
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1.41
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Mr. Morris:
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September 30,
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September 30,
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September 30,
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Date
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Quantity
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$ Amount
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Price per Share
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1/9/2012
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5,000
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4,650.00
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0.93
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1/11/2012
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2,000
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1,860.00
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0.93
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1/27/2012
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3,000
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2,490.00
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0.83
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2/14/2012
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3,200
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4,736.00
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1.48
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Not Applicable.
(d) Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit
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99.1 Joint Filing Agreement filed with SC 13D on January 30, 2012 and incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated: February 16, 2012
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WAYNE KING
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/s/ Wayne King
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Individually
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MESON CAPITAL PARTNERS, LP
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By: MESON CAPITAL PARTNERS, LLC,
its General Partner
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/s/ Ryan J. Morris
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Managing Partner
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MESON CAPITAL PARTNERS, LLC
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/s/ Ryan J. Morris
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Managing Partner
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RYAN J. MORRIS
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/s/ Ryan J. Morris
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Individually
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