Amended Statement of Ownership (sc 13g/a)
November 10 2016 - 11:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
North American Energy Partners Inc.
(Name of Issuer)
Common Shares
(Title of Class of
Securities)
656844107
(CUSIP Number)
October 31, 2016
(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)
(Page 1 of 6 Pages)
*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 (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.
656844107
|
13G/A
|
Page 2 of 6 Pages
|
1
|
Names of Reporting Persons
Polar Asset
Management Partners Inc.
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
Canada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
|
5
|
Sole Voting Power
1,652,500
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
1,652,500
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,652,500
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
5.38%
|
12
|
Type of Reporting Person (See Instructions)
IA
|
CUSIP No.
656844107
|
13G/A
|
Page 3 of 6 Pages
|
This Amendment No. 2 amends the statement on Schedule 13G filed
on December 11, 2015 (the
Original Schedule 13G
) as amended by
Amendment No. 1 filed on February 12, 2016 (Amendment No. 1 and together with
the Original Schedule 13G, the
Schedule 13G
) with respect to Shares
of the Company (each as defined below). Capitalized terms not otherwise defined
in this Amendment have the meanings set forth in the Schedule 13G.
Item 1.
(a)
|
Name of Issuer:
|
|
|
|
The name of the issuer is North American Energy Partners
Inc. (the
Company
).
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
|
The Companys principal executive offices are located at
Suite 300, 188178 Stony Plain Road, Edmonton, Alberta T5S
0C2.
|
Item 2.
(a)
|
Name of Person Filing:
|
|
|
|
This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws on Ontario, Canada,
which serves as the investment advisor to Polar Micro-Cap Fund, an
open-ended investment trust created under the laws of the Province of
Ontario pursuant to the terms of the trust agreement dated as of January
31, 2014 (
PMCF
), with respect to the Shares directly held by
PMCF.
|
|
|
|
The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
The address of the business office of the Reporting
Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4,
Canada.
|
|
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(c)
|
Citizenship:
|
|
|
|
The citizenship of the Reporting Person is set forth
above.
|
|
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(d)
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Title and Class of Securities:
|
|
|
|
Common shares ("
Shares
")
|
|
|
(e)
|
CUSIP No.:
|
|
|
|
656844107
|
Item 3.
|
If this statement is filed pursuant to §§ 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;
|
CUSIP No.
656844107
|
13G/A
|
Page 4 of 6 Pages
|
|
(b)
|
[_]
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Bank as defined in Section 3(a)(6) of the Act;
|
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(c)
|
[_]
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Insurance company as defined in Section 3(a)(19) of the
Act;
|
|
(d)
|
[_]
|
Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
|
(e)
|
[_]
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[_]
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
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(h)
|
[_]
|
A savings associations 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;
|
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(j)
|
[X]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
[_]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in
accordance with Rule 240.13d -1(b)(1)(ii)(J), please specify the type of
institution:
The Reporting Person is an investment
fund manager registered with the Ontario Securities Commission and a
broker-dealer registered with the Investment Industry Regulatory Organization of
Canada.
The percentages used herein are
calculated based upon 30,717,807 Shares reported to be outstanding as of October
31, 2016 in the Companys Report of Foreign Private Issuer on Form 6-K filed by
the Company with the Securities and Exchange Commission on November 1, 2016.
The information required by Items 4(a)
- (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and
is incorporated herein by reference.
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 2. PMCF has the right to
receive or the power to direct the receipt of dividends or the proceeds from the
sale of more than 5% of the Shares.
Item 7.
|
Identification and classification of the subsidiary
which acquired the security being reported on
by the parent holding
company or control person.
|
Not Applicable.
CUSIP No.
656844107
|
13G/A
|
Page 5 of 6 Pages
|
Item 8.
|
Identification and classification of members
of the group.
|
Not Applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below the Reporting Person
certifies that, to the best of its knowledge and belief, (i) 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 and (ii) the foreign regulatory
schemes applicable to investment fund managers and broker-dealers are
substantially comparable to the regulatory schemes applicable to the
functionally equivalent U.S. institutions. The Reporting Person also undertakes
to furnish to the Commission staff, upon request, information that would
otherwise be disclosed in a Schedule 13D.
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.
Dated: November 10, 2016
POLAR ASSET MANAGEMENT PARTNERS INC.
/s/
Jennifer Schwartz
|
Name:
|
Jennifer Schwartz
|
Title:
|
VP, Legal & Compliance
|
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