- Amended Statement of Beneficial Ownership (SC 13D/A)
July 01 2011 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
North Run Capital, LP
One International Place, Suite 2401
Boston, MA 02110
(617) 310-6130
Attention: General Counsel
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
(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.
o
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.
* 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.
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).
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1
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NAMES OF REPORTING PERSONS
North Run Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
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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)
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AF
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,058,252
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,058,252
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,058,252
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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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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.39%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 2 of 12
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1
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NAMES OF REPORTING PERSONS
North Run GP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
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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)
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AF
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,058,252
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,058,252
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,058,252
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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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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.39%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 3 of 12
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1
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NAMES OF REPORTING PERSONS
North Run Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
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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)
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AF
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,058,252
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,058,252
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,058,252
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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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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.39%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Page 4 of 12
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1
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NAMES OF REPORTING PERSONS
Todd B. Hammer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
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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)
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AF
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
|
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,058,252
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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0
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
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2,058,252
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,058,252
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.39%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 5 of 12
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1
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NAMES OF REPORTING PERSONS
Thomas B. Ellis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
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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)
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AF
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,058,252
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH
|
10
|
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SHARED DISPOSITIVE POWER
|
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|
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2,058,252
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,058,252
|
|
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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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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.39%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Page 6 of 12
SCHEDULE 13D
This Amendment No. 5 to Schedule 13D (as amended, the
Schedule 13D
) is being filed on behalf of
North Run Advisors, LLC, a Delaware limited liability company (
North Run
), North Run GP, LP, a
Delaware limited partnership (the
GP
), North Run Capital, LP, a Delaware limited partnership (the
Investment Manager
), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are
the principals and sole members of North Run. North Run is the general partner for both the GP and
the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a
Delaware limited partnership (the
Fund
), North Run Qualified Partners, LP, a Delaware limited
partnership (the
QP Fund
), and North Run Master Fund, LP, a Cayman Island exempted limited
partnership (the
Master Fund
). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a
Cayman Island exempted company (the
Offshore Fund
), are also general partners of the Master Fund.
This Schedule 13D relates to common shares (
Common Shares
) of MI Developments Inc., an Ontario
corporation (the
Issuer
), held by the Master Fund (the
Shares
).
Except as set forth below, all previously reported items remain unchanged.
Item 4.
Purpose of the Transaction
The Shares were acquired and are held for investment purposes. The Shares were acquired in the
ordinary course of business and not for the purpose of changing or influencing control of the
Issuer.
On December 22, 2010, the Master Fund, along with other Class A shareholders, collectively
representing over 50% of the holders of the Class A Subordinate Voting Shares (
Class A Shares
) of
the Issuer, entered into a Support Agreement with the Issuers controlling shareholder, a company
controlled by the Stronach Trust (affiliated with Frank Stronach, the Issuers Chairman and CEO).
Under the Support Agreement, each such Class A shareholder agreed with the controlling shareholder
to, among other things, support and vote in favor of a proposal to reorganize the Issuer. A copy
of the Support Agreement was attached as Exhibit 2 to Amendment No. 3 to the Schedule 13D related
to the Issuer filed with the Securities and Exchange Commission on December 23, 2010. The proposed
reorganization would eliminate the Issuers dual class share structure by (1) cancelling the Class
B Voting Shares (the
Class B Shares
) held by the controlling shareholder in exchange for the
transfer of the Issuers horseracing, gaming and certain real estate assets (together with related
assets and liabilities) to the controlling shareholder, and (2) converting the remaining Class B
Shares (at 1.2:1 ratio) and Class A Shares (at 1:1 ratio) into Common Shares. The Issuer would
retain its income-producing real estate property business and would be restricted from engaging in
or having an interest in any business relating to horse racing or gaming. A new board of directors
would be elected by shareholders other than the controlling shareholder at a meeting to approve the
reorganization transaction, with nominees to be proposed by the supporting shareholders.
Page 7 of 12
On January 31, 2011, in connection with the Issuer and its controlling shareholder entering into
definitive documentation with respect to the reorganization, the Master Fund, along with the other
supporting shareholders, entered into an Agreement Regarding Arrangement with the
Issuer and its controlling shareholder (attached as Exhibit 3 to Amendment No. 4 to the Schedule
13D related to the Issuer filed with the Securities and Exchange Commission on February 1, 2011).
The Agreement Regarding Arrangement addressed various matters related to the reorganization, and
included an agreement by the Master Fund not to enter into any additional agreement regarding the
exercise of voting rights with any other shareholder of the Issuer until the date 180 days
following the closing date of the reorganization (other than in response to unanticipated matters
arising after the closing date), and, if the Master Fund were to become a beneficial owner of at
least 10% of any class of the Issuers securities, not to dispose of any shares of the Issuer prior
to the closing of the reorganization.
On June 30, 2011, the Issuer announced the closing of the reorganization, as a result of which all
Class B Shares will be cancelled or exchanged (as described above) and the Issuer will have a
single class of shares outstanding which is renamed Common Shares. After giving effect to the
reorganization, the Reporting Persons beneficial ownership reflects 4.39% of the Common Shares.
In addition, in connection with and effective upon the reorganization, affiliates of Frank Stronach
and the Stronach Trust cease to hold a controlling interest in the Issuer, and the Master Fund has
entered into a broad release in favor of the Stronach affiliates as well as former directors and
officers of the Issuer and has consented to the dismissal of pending legal action against the
Issuer and such parties.
Item 5.
Interest in Securities of the Issuer
(a)
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As of July 1, 2011, the Reporting Persons beneficially own 2,058,252 Common Shares, which
represents 4.39% of the Issuers outstanding Common Shares. This percentage was calculated by
dividing 2,058,252 by 46,846,363, the approximate number of Common Shares outstanding as of
June 30, 2011 after giving effect to the reorganization as set forth in the Issuers Report of
Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June
30, 2011.
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(b)
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The Reporting Persons have shared power to vote and dispose of the Common Shares held by the
Master Fund. As the principals of North Run, the GP and the Investment Manager, Messrs. Ellis
and Hammer may direct the vote and disposition of the Shares.
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(c)
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The trade date, number of Class A Shares or Common Shares (as applicable), and price per
Share (including commissions) for all purchases and sales of Class A Shares or Common Shares
(as applicable) during the past 60 days by the Reporting Persons are as follows: 8,100 Class A
Shares sold May 2, 2011 for $30.70 per share, 2,100 Class A Shares sold May 3, 2011 for $30.70
per share, 164,711 Class A Shares sold May 31, 2011 for $30.70 per share, and 1,700 Class A
Shares sold June 2, 2011 for $30.70 per share. Such transactions were open-market
transactions effected by the Master Fund.
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(e)
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As of April 25, 2011, the Reporting Persons ceased to beneficially own more than 5% of the
Common Shares.
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Item 7.
Material to be Filed as Exhibits
Exhibit 1
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Joint Filing Agreement, dated July 1, 2011
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Page 8 of 12
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: July 1, 2011
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NORTH RUN CAPITAL, LP
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By:
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North Run Advisors, LLC, its general partner
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By:
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/s/ Thomas B. Ellis
Name: Thomas B. Ellis
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Title: Member
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and
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By:
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/s/ Todd B. Hammer
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Name: Todd B. Hammer
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Title: Member
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NORTH RUN GP, LP
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By:
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North Run Advisors, LLC, its general partner
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By:
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/s/ Thomas B. Ellis
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Name: Thomas B. Ellis
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Title: Member
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and
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By:
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/s/ Todd B. Hammer
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Name: Todd B. Hammer
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Title: Member
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Page 9 of 12
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NORTH RUN ADVISORS, LLC
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By:
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/s/ Thomas B. Ellis
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Name: Thomas B. Ellis
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Title: Member
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and
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By:
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/s/ Todd B. Hammer
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Name: Todd B. Hammer
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Title: Member
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/s/ Thomas B. Ellis
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Thomas B. Ellis
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/s/ Todd B. Hammer
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Todd B. Hammer
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Page 10 of 12
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