- Amended Statement of Ownership (SC 13G/A)
May 14 2010 - 1:00PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 6)
(1)
(Name of Issuer)
Common
Stock, $0.0001 Par Value
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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(1) 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 (the 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. 27876C107
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13G
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1.
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Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
David M. Knott
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2.
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Check the Appropriate Box
if a Member of a Group*
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power:
3,083,586
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6.
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Shared Voting Power:
160,979
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7.
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Sole Dispositive Power:
3,163,456
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8.
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Shared Dispositive Power:
81,109
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person:
3,244,565
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class
Represented by Amount in Row 9
13.0%
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12.
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Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING
OUT!
2
CUSIP No. 27876C107
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13G
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1.
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Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Dorset Management Corporation
11-2873658
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2.
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Check the Appropriate Box
if a Member of a Group*
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power:
3,083,586
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6.
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Shared Voting Power:
160,979
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7.
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Sole Dispositive Power:
3,163,456
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8.
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Shared Dispositive Power:
81,109
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person:
3,244,565
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class
Represented by Amount in Row 9
13.0%
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12.
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Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING
OUT!
3
CUSIP No. 27876C107
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13G
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1.
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Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Knott Partners, L.P.
11-2835793
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2.
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Check the Appropriate Box
if a Member of a Group*
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power:
1,372,074
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
1,372,074
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person:
1,372,074
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares*
o
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11.
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Percent of Class
Represented by Amount in Row 9
5.6%
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12.
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Type of Reporting Person*
PN
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4
Item 1(a)
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Name of Issuer:
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Item 1(b)
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Address of Issuers
Principal Executive Offices:
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Item 2(a)
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Name of Person(s) Filing:
David M. Knott (Knott), Dorset Management Corporation (DMC), and Knott
Partners, L.P. (KP, together with Knott and DMC, Reporting Persons)
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Item 2(b)
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Address of Principal
Business Office or, if none, Residence:
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Item 2(c)
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Citizenship or Place of
Organization
Knott: United States of America
DMC: Delaware
KP: New Jersey
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Item 2(d)
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Title of Class of
Securities:
Common Stock, and Warrants currently exercisable for and Convertible Notes
the principal amount of which currently can be converted to Common Stock
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Item 2(e)
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CUSIP Number:
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Item 3
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If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer
registered under section 15 of the
Exchange
Act;
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(b)
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o
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Bank as defined in section
3(a)(6) of the
Exchange
Act;
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(c)
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Insurance company as
defined in section 3(a)(19) of the
Exchange
Act;
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(d)
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Investment company
registered under section 8 of the Investment Company Act;
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(e)
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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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o
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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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o
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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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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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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;
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(j)
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o
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Group, in accordance with Rule
13d1(b)(1)(ii)(J).
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5
Item 4
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Ownership:
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As of the date of this
filing, each Reporting Person may be deemed to be the beneficial owner of the
number of shares of Common Stock of Pet DRx Corp., set forth on Row 9 of the
corresponding Cover Page of this Schedule 13G for such Reporting Person. Each
Reporting Person may also be deemed the beneficial owner of Convertible Notes
of the Company, the principal amount of which can be converted to, and of New
Warrants of the Company that can be exercised for, in the case of Knott and
DMC, 50,000 and 1,153,846 shares, respectfully, and in the case of KP, 30,000
and 692,308 shares, respectfully. Such Notes and Warrants became convertible
or exercisable following approval by the stockholders of the Company on July
28, 2009. The Notes are convertible at a price of $10.00 per Share. The New
Warrants are exercisable at a price of $0.10 per Share.
Of the aggregate number of
securities reported in each of Rows 6, 8 and 9 on pages 2-3 of this Schedule
13G, 81,109 of such securities (the Campbell Shares) are owned by Anthony
R. Campbell (Campbell). Campbell is a senior analyst of DMC and a member of
Knott Partners Management LLC (KPM). Knott is the President and sole
director of DMC and the managing member of KPM. The Campbell Shares have been
included in the number of shares reported as beneficially owned by Knott in
this Schedule 13G to avoid any potential question regarding compliance with
appropriate public disclosure requirements in the event that Campbell or any
of his affiliates and Knott might be deemed to be members of a group for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the Exchange Act). Knott
does not vote or direct the vote or dispose or direct the disposition of the
Campbell Shares.
The inclusion of the
Campbell Shares in the number of shares reported as beneficially owned by
Knott in this Schedule 13G or any amendment hereto does not constitute an
admission that Knott and Campbell or any of their respective affiliates or
controlling persons are members of a group for purposes of the Exchange Act
or the rules promulgated thereunder or for any other purpose whatsoever.
Knott expressly disclaims beneficial ownership of any of the securities
included in this filing beneficially owned by Campbell or his affiliates.
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Item 5
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Ownership of Five Percent or Less
of a Class
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Item 6
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Ownership of More than Five Percent
on Behalf of Another Person
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Persons, other than the
Reporting Person hereunder, have the right to receive or the power to direct
the receipt of dividends, or the proceeds from the sale, of securities
reported herein.
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Item 7
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
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Item 8
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Identification and Classification
of Members of the Group
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Item 9
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Notice of Dissolution of Group
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6
Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and
belief, 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.
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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.
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May 14, 2010
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Date
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/s/David M. Knott
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Signature
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DORSET
MANAGEMENT CORPORATION
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By:
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/s/David M. Knott
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David M. Knott, President
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KNOTT
PARTNERS, L.P.
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By:
Knott Partners Management, LLC,
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as
General Partner
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By:
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/s/David M. Knott
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David
M. Knott, as Managing Member
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7
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