Statement of Ownership (sc 13g)
December 06 2017 - 10:44AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No.__)
SOLBRIGHT GROUP, INC.
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(Name of Issuer)
|
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Common Stock, par value $0.001
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(Title of Class of Securities)
|
|
83418B107
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(CUSIP Number)
|
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May 1, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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. 83418B107
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13G
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Page
2
of 12 Pages
|
1
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NAME OF
REPORTING PERSON(S)
AIP
Global Macro Fund LP
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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 OR ORGANIZATION
Ontario, 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
2,696,961
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6
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SHARED VOTING
POWER
5,721,377
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7
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SOLE DISPOSITIVE
POWER
2,696,961
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8
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SHARED DISPOSITIVE
POWER
5,721,377
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,696,961
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.07% (1)
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12
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TYPE OF REPORTING
PERSON
PN
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(1)
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Based upon 21,673,403 shares of common stock outstanding as of October 24, 2017.
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CUSIP No. 83418B107
|
13G
|
Page
3
of 12 Pages
|
1
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NAME OF REPORTING
PERSON(S)
AIP
Canadian Enhanced Income Class
|
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
|
4
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CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
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
2,223,394
|
6
|
SHARED VOTING
POWER
5,721,377
|
7
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SOLE DISPOSITIVE
POWER
2,223,394
|
8
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SHARED DISPOSITIVE
POWER
5,721,377
|
9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,223,394
|
10
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CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
(1)
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12
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TYPE OF REPORTING
PERSON
IV
|
|
(1)
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Based upon 21,673,403 shares of common stock outstanding
as of October 24, 2017.
|
CUSIP No. 83418B107
|
13G
|
Page
4
of 12 Pages
|
1
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NAME OF REPORTING
PERSON(S)
AIP
Global Macro Class
|
2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING
POWER
801,022
|
6
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SHARED VOTING
POWER
5,721,377
|
7
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SOLE DISPOSITIVE
POWER
801,022
|
8
|
SHARED DISPOSITIVE
POWER
5,721,377
|
9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
801,022
|
10
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CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7% (1)
|
12
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TYPE OF REPORTING
PERSON
IV
|
|
(1)
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Based upon 21,673,403 shares of common stock outstanding
as of October 24, 2017.
|
CUSIP No. 83418B107
|
13G
|
Page
5
of 12 Pages
|
1
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NAME OF REPORTING
PERSON(S)
AIP
Asset Management Inc.
|
2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING
POWER
0
|
6
|
SHARED VOTING
POWER
5,721,377
|
7
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SOLE DISPOSITIVE
POWER
0
|
8
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SHARED DISPOSITIVE
POWER
5,721,377
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,721,377
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.88% (1)
|
12
|
TYPE OF REPORTING
PERSON
IV
|
|
(1)
|
Based upon 21,673,403 shares of common stock outstanding
as of October 24, 2017.
|
CUSIP No. 83418B107
|
13G
|
Page
6
of 12 Pages
|
1
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NAME OF REPORTING
PERSON(S)
Jayahari
Balasubramaniam
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OR ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING
POWER
5,721,377
|
6
|
SHARED VOTING
POWER
5,721,377
|
7
|
SOLE DISPOSITIVE
POWER
5,721,377
|
8
|
SHARED DISPOSITIVE
POWER
5,721,377
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,721,377
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.88% (1)
|
12
|
TYPE OF REPORTING
PERSON
IN
|
|
(1)
|
Based upon 21,673,403 shares of common stock outstanding
as of October 24, 2017.
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CUSIP No. 83418B107
|
13G
|
Page
7
of 12 Pages
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Item
1.
Solbright
Group, Inc.
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(b)
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Address of
Issuer’s Principal Executive Offices
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One
Gateway Center, 26
th
floor, Newark, New Jersey 07102
Item
2.
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(a)
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Name of Person
Filing
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This
statement is jointly filed by and on behalf of each of AIP Global Macro Fund LP, AIP Canadian Enhanced Income Class, AIP Global
Macro Class, AIP Asset Management and Jayahari Balasubramaniam. AIP Asset Management acts as an investment adviser (portfolio manager)
to, and manages investment and trading accounts of, other persons, including AIP Global Macro Fund LP, AIP Canadian Enhanced Income
Class and AIP Global Macro Class. Mr. Balasubramaniam is the senior portfolio manager and the sole person who makes investment
decisions on behalf of AIP Asset Management and may be deemed to control AIP Asset Management and beneficially own securities owned
or managed by AIP Asset Management.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for purposes of Section 13(d) or 13(g) of the Act or any other purposes, the beneficial owner of any securities
covered by this statement.
Each
reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
(i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the issuer or
any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
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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 principal business office of each reporting person is TD Tower North, 77 King Street W., Suite 4140, Toronto, ON
M5K1E7 Canada.
See
Item 4 of the cover page(s) hereto.
CUSIP No. 83418B107
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13G
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Page
8
of 12 Pages
|
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(d)
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Title of Class
of Securities
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Common
Stock, par value $0.001
83418B107
Item 3.
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If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is
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(a)
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¨
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A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with §240.13d-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 §240.13d-1(b)(1)(ii)(F);
|
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(l)(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 (12 U.S.C. 1813);
|
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(i)
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¨
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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-l(b)(1)(ii)(3)
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(j)
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¨
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A group, in accordance with §240.13d-1(b)(l)(ii)(J).
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(a)
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Amount beneficially
owned:
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See
Item 9 on the cover page(s) hereto.
See
Item 11 on the cover page(s) hereto.
CUSIP No. 83418B107
|
13G
|
Page
9
of 12 Pages
|
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(c)
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Number of
shares as to which such person has
|
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(i)
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Sole power
to vote or to direct the vote:
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See
Item 5 on the cover page(s) hereto.
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(ii)
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Shared power
to vote or to direct the vote:
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See
Item 6 on the cover page(s) hereto.
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(iii)
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Sole power
to dispose or to direct the disposition of:
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See
Item 7 on the cover page(s) hereto.
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(iv)
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Shared power
to dispose or to direct the disposition of:
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See
Item 8 on the cover page(s) hereto.
Item 5.
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Ownership of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
¨
.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
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.
Item 8.
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Identification and Classification of Members of the Group.
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Each
reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
(i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the issuer or
any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
CUSIP No. 83418B107
|
13G
|
Page
10
of 12 Pages
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Item 9.
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Notice of Dissolution of Group.
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Not
Applicable.
By
signing below each signatory certifies that, to the best of his or its knowledge and belief, the securities referred to above 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. 83418B107
|
13G
|
Page
11
of 12 Pages
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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: December 5, 2017
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AIP Global Marco Fund L.P.
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/s/ Jayahari Balasubramaniam
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Jayahari Balasubramaniam
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AIP Asset Management
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/s/ Jayahari Balasubramaniam
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Jayahari Balasubramaniam
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AIP Global Macro Class
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/s/ Jayahari Balasubramaniam
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Jayahari Balasubramaniam
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AIP Canadian Enhanced Income Class
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|
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/s/ Jayahari Balasubramaniam
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Jayahari Balasubramaniam
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Jay Bala
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/s/ Jayahari Balasubramaniam
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Jayahari Balasubramaniam
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CUSIP No. 83418B107
|
13G
|
Page
12
of 12 Pages
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EXHIBIT
INDEX