Statement of Ownership (sc 13g)
February 09 2017 - 4:47PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
M III Acquisition Corp.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
55378T104
(CUSIP Number)
December 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 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
).
CUSIP No.
55378T104
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13G
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Page 2 of 6 Pages
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1
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Names of Reporting Persons
Polar
Asset Management Partners Inc.
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2
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Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b)
[ ]
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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
Canada
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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
1,724,700
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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
1,724,700
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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
1,724,700
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10
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Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[_]
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11
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Percent of class represented by amount in row (9)
8.98%
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12
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Type of Reporting Person (See Instructions)
IA
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CUSIP No.
55378T104
|
13G
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Page 3 of 6 Pages
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Item 1.
(a)
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Name of Issuer:
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The name of the issuer is M III Acquisition Corp. (the
"
Company
").
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(b)
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Address of Issuer's Principal Executive
Offices:
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The Company's principal executive offices are located at
3 Columbus Circle, 15
th
Floor, New York, NY
10019.
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Item 2.
(a)
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Name of Person Filing:
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This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws on Ontario, Canada,
which serves as the investment manager to Polar Multi Strategy Master
Fund, a Cayman Islands exempted company ("PMSMF") and certain managed
accounts (together with PMSMF, the Polar Vehicles), with respect to the
Shares (as defined below) directly held by the Polar Vehicles.
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(b)
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Address of Principal Business Office or, if None,
Residence:
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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)
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Citizenship:
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The citizenship of the Reporting Person is
Canada.
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(d)
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Title and Class of Securities:
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Common Stock, $0.0001 par value per share (the
"Shares")
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(e)
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CUSIP No.:
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55378T104
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Item 3.
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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:
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(a)
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[_]
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Broker or dealer registered under Section 15 of
the Act;
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as defined in Section
3(a)(19) of the Act;
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(d)
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[_]
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Investment company registered under Section 8
of the Investment Company Act of 1940;
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(e)
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[_]
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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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[_]
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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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CUSIP No.
55378T104
|
13G
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Page 4 of 6 Pages
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(g)
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[_]
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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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[_]
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act
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(12 U.S.C. 1813);
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(i)
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[X]
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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 of 1940;
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(j)
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[_]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
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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
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Commission and a broker-dealer registered with the
Investment Industry Regulatory Organization of Canada.
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Item 4.
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Ownership
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The percentages used herein are calculated based upon
19,210,000 Shares reported to be outstanding as of November 14, 2016 as
stated in the Companys Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2016, filed by the Company with the Securities
and Exchange Commission on November 14, 2016.
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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.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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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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See Item 2. Polar Vehicles have 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.
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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 or control person.
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Not applicable.
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Item 8.
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Identification and classification of members of the
group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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CUSIP No.
55378T104
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13G
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Page 5 of 6 Pages
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Item 10.
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Certifications.
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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.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 9, 2017
POLAR ASSET MANAGEMENT PARTNERS INC.
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/s/
Jennifer Schwartz
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Name:
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Jennifer Schwartz
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Title:
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VP, Legal and Compliance
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