Amended Statement of Ownership (sc 13g/a)
February 08 2016 - 10:25AM
Edgar (US Regulatory)
<SEQUENCE>1
<FILENAME>atrn_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Atrinsic, Inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
04964C208
(CUSIP Number)
December 31, 2015
(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)
*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).
Page 1 of 7 Pages
CUSIP No. 04964C208 13G/A Page 2 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
44,395,067 shares of Common Stock issuable upon
conversion of convertible notes and/or convertible
preferred stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
44,395,067 shares of Common Stock issuable upon
conversion of convertible notes and/or convertible
preferred stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,395,067 shares of Common Stock issuable upon conversion of
convertible notes and/or convertible preferred stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these shares of Common Stock are
issuable upon conversion of convertible notes and convertible preferred stock
that are each subject to a 9.99% blocker or 4.99% blocker and the percentage
set forth on row (11) and the number of shares of Common Stock set forth on
rows (6), (8) and (9) give effect to such blockers.
|
CUSIP No. 04964C208 13G/A Page 3 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
44,395,067 shares of Common Stock issuable upon
conversion of convertible notes and/or convertible
preferred stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
44,395,067 shares of Common Stock issuable upon
conversion of convertible notes and/or convertible
preferred stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
44,395,067 shares of Common Stock issuable upon conversion of
convertible notes and/or convertible preferred stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these shares of Common Stock are issuable
upon conversion of convertible notes and convertible preferred stock that are
each subject to a 9.99% blocker or 4.99% blocker and the percentage set forth
on row (11) and the number of shares of Common Stock set forth on rows (6),
(8) and (9) give effect to such blockers.
|
CUSIP No. 04964C208 13G/A Page 4 of 7 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Atrinsic, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
65 Atlantic Avenue
Boston, Massachusetts 02110
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
"Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are
collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.000001 per share (the "Common Stock")
Item 2(e) CUSIP Number
04964C208
CUSIP No. 04964C208 13G/A Page 5 of 7 Pages
-----------------------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.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 (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 240.13d-1(b)
(1)(ii)(J), please specify the type of institution: ____
|
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5) -
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2015 filed with the Securities and Exchange Commission on
November 13, 2015, discloses that the total number of outstanding shares of
Common Stock as of November 11, 2015 was 400,000,000. The percentage set
forth on Row (11) and the number of shares of Common Stock set forth on rows
(6), (8) and (9) of the cover page for each Reporting Person are based on
the Company's total number of outstanding shares of Common Stock and assume
the conversion of convertible notes and convertible preferred stock
(collectively, the "Securities"), subject to the 9.99% Blocker (as defined
below) or the 4.99% Blockers (as defined below), as applicable.
Pursuant to the terms of certain of the Securities, the Reporting Persons
cannot convert or exercise such Securities if the Reporting Persons would
beneficially own, after such conversion or exercise, more than 9.99% of the
outstanding shares of Common Stock (the "9.99% Blocker"). Pursuant to the
terms of certain other Securities, the Reporting Persons cannot exercise
such other Securities if the Reporting Persons would beneficially own,
after such exercise, more than 4.99% of the outstanding shares of Common
Stock (the "4.99% Blockers" and together with the 9.99% Blocker, the
"Blockers"). The percentage set forth on Row (11) and the number of shares
of Common Stock set forth on rows (6), (8) and (9) of the cover page for
each Reporting Person give effect to the Blockers. Consequently, at this
time, the Reporting Persons are not able to convert all of such Securities
due to the Blockers.
The Investment Manager, which serves as the investment manager to Hudson
Bay Master Fund Ltd., in whose name the securities reported herein are
held, may be deemed to be the beneficial owner of all shares of Common
Stock, subject to the applicable Blocker, underlying the Securities held
by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member
of Hudson Bay Capital GP LLC, which is the general partner of the
Investment Manager. Mr. Gerber disclaims beneficial ownership of these
securities.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 04964C208 13G/A Page 6 of 7 Pages
-----------------------------------------------------------------------------
Item 10. 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
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.
|
CUSIP No. 04964C208 13G/A Page 7 of 7 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to
it set forth in this statement is true, complete, and correct.
Dated: February 8, 2016
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
|