Statement of Ownership (sc 13g)
November 09 2012 - 4:25PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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Under the Securities Exchange Act of 1934
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2
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(Amendment No. )*
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Coastal Contacts Inc.
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(Name of Issuer)
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Common Stock, no par value
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(Title of Class of Securities)
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19044R207
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(CUSIP Number)
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October
25, 2012
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(Date of Event Which Requires Filing of the Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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S
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Rule 13d-1(c) for Kinderhook, LP; Kinderhook GP, LLC; Tushar Shah, and Stephen J. Clearman
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*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
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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UNITED STATES
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|
|
SECURITIES AND EXCHANGE COMMISSION
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|
|
Washington, D.C. 20549
|
|
|
|
|
|
|
|
|
SCHEDULE 13G*
|
|
|
Under the Securities Exchange Act of 1934
|
|
|
|
|
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
|
|
|
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
|
|
|
PURSUANT TO RULE 13d-2
|
|
|
(Amendment No. )*
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|
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Coastal Contacts Inc.
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(Name of Issuer)
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|
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Common Stock, no par value
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(Title of Class of Securities)
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19044R207
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(CUSIP Number)
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|
|
|
|
|
|
|
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October
25, 2012
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|
|
(Date of Event Which Requires Filing of the Statement)
|
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
|
S
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Rule 13d-1(b) for Kinderhook Partners, LLC (formerly Kinderhook Capital Management, LLC)
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*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
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
).
Cusip No. 19044R207
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13G
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Page 3 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
Kinderhook, LP (formerly Kinderhook Partners, LP)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
S
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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
Delaware
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NUMBER OF
SHARES
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5.
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SOLE VOTING POWER 0
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BENEFICIALLY
OWNED BY
EACH
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6.
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SHARED VOTING POWER 2,879,050
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REPORTING
PERSON
WITH
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7.
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SOLE DISPOSITIVE POWER 0
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8.
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SHARED DISPOSITIVE POWER 2,879,050
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,879,050
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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) 10.15%
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12.
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TYPE OF REPORTING PERSON (See Instructions) PN
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Cusip No. 19044R207
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13G
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Page 4 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
Kinderhook GP, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
S
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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
Delaware
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NUMBER OF
SHARES
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5.
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SOLE VOTING POWER 0
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BENEFICIALLY
OWNED BY
EACH
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6.
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SHARED VOTING POWER 2,879,050
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REPORTING
PERSON
WITH
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7.
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SOLE DISPOSITIVE POWER 0
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8.
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SHARED DISPOSITIVE POWER 2,879,050
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,879,050
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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) 10.15%
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12.
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TYPE OF REPORTING PERSON (See Instructions) OO
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Cusip No. 19044R207
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13G
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Page 5 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
Tushar Shah
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
S
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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
United States of America
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NUMBER OF
SHARES
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5.
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SOLE VOTING POWER 0
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BENEFICIALLY
OWNED BY
EACH
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6.
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SHARED VOTING POWER 2,879,050
|
REPORTING
PERSON
WITH
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7.
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SOLE DISPOSITIVE POWER 0
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8.
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SHARED DISPOSITIVE POWER 2,879,050
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,879,050
|
10.
|
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) 10.15%
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12.
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TYPE OF REPORTING PERSON (See Instructions) IN, HC
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Cusip No. 19044R207
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13G
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Page 6 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
Stephen J. Clearman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
S
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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
United States of America
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NUMBER OF
SHARES
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5.
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SOLE VOTING POWER 0
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BENEFICIALLY
OWNED BY
EACH
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6.
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SHARED VOTING POWER 2,879,050
|
REPORTING
PERSON
WITH
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7.
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SOLE DISPOSITIVE POWER 0
|
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8.
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SHARED DISPOSITIVE POWER 2,879,050
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,879,050
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%
|
12.
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TYPE OF REPORTING PERSON (See Instructions) IN, HC
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Cusip No. 19044R207
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13G
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Page 7 of 11 Pages
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1.
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NAME OF REPORTING PERSONS
Kinderhook Partners, LLC (formerly Kinderhook Capital
Management, LLC)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
S
|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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5.
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SOLE VOTING POWER 0
|
BENEFICIALLY
OWNED BY
EACH
|
6.
|
SHARED VOTING POWER 2,879,050
|
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER 0
|
|
8.
|
SHARED DISPOSITIVE POWER 2,879,050
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,879,050
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.15%
|
12.
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TYPE OF REPORTING PERSON (See Instructions) IA
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Cusip No. 19044R207
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13G
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Page 8 of 11 Pages
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Item 1(a).
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Name of Issuer:
Coastal Contacts Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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2985 Virtual Way, Suite 320
Vancouver, British Columbia V5M 4X7
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Item 2(a).
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Name of Person Filing:
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Kinderhook, LP (formerly Kinderhook Partners, LP)
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Kinderhook GP, LLC
Tushar Shah
Stephen J. Clearman
Kinderhook Partners, LLC (formerly Kinderhook Capital
Management, LLC)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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(for all reporting persons)
2 Executive Drive, Suite 585
Fort Lee, New Jersey 07024
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Item 2(c).
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Citizenship:
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Kinderhook, LP - Delaware
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Kinderhook GP, LLC - Delaware
Tushar Shah - United States of America
Stephen J. Clearman - United States of America
Kinderhook Partners, LLC - Delaware
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Item 2(d).
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Title of Class of Securities:
Common Stock, no par value
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Item 2(e).
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CUSIP Number:
19044R207
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 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 (15 U.S.C 78o);
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(b)
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£
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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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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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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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S
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
with respect to Kinderhook Partners, LLC only
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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)(1)(ii)(G);
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(h)
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£
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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Cusip No. 19044R207
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13G
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Page 9 of 11 Pages
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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 (15 U.S.C. 80a-3);
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(j)
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£
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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£
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Provide the following information regarding
the aggregate number and percentage of class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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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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(ii)
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shared power to vote or to direct the vote:
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(iii)
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sole power to dispose or to direct the disposition of:
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(iv)
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shared power to dispose or to direct the disposition of:
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Ownership as of October 25, 2012 is incorporated herein by reference
from items (5) – (9) and (11) of the cover pages of this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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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 5 percent of the class
of securities, check the following [ ].
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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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Kinderhook Partners, LLC (the “Investment Adviser”)
serves as the investment adviser to Kinderhook, LP (the “Partnership”) and is responsible for making investment decisions
on the Partnership’s behalf. Kinderhook GP, LLC (the “General Partner”) serves as the general partner to the
Partnership. Messrs. Tushar Shah and Stephen J. Clearman serve as the General Partner’s and Investment Adviser’s co-managing
members and as a result, Mr. Clearman and Mr. Shah may be deemed to control such entities. Accordingly, Mr. Clearman and Mr. Shah
may be deemed to have a beneficial interest in the shares of Common Stock by virtue of their indirect control of the Partnership’s,
General Partner’s, and Investment Adviser’s power to vote and/or dispose of the shares of Common Stock. Mr. Clearman
and Mr. Shah disclaim beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest, if any,
therein.
Cusip No. 19044R207
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13G
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Page 10 of 11 Pages
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Kinderhook, LP specifically disclaims beneficial ownership in
the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
Kinderhook GP, LLC specifically disclaims beneficial ownership
in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
Kinderhook Partners, LLC specifically disclaims beneficial ownership
in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
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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
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement
is true, complete and correct.
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November 9, 2012
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(Date)
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/s/ Tushar Shah
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(Signature)
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Tushar Shah
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Name and Title
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November 9, 2012
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(Date)
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/s/ Stephen J. Clearman
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(Signature)
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Stephen J. Clearman
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Name and Title
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November 9, 2012
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(Date)
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/s/ Tushar Shah
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(Signature)
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Tushar Shah – Managing Member of Kinderhook GP, LLC
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Name and Title
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November 9, 2012
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(Date)
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/s/ Tushar Shah
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(Signature)
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Tushar Shah – Managing Member of Kinderhook, LP’s General Partner
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Name and Title
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Cusip No. 19044R207
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13G
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Page 11 of 11 Pages
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Item 10. Certifications:
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above are held in the ordinary course of business 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 are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement
is true, complete and correct.
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November 9, 2012
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(Date)
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/s/ Tushar Shah
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(Signature)
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Tushar Shah, Managing Member of Kinderhook Partners, LLC
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Name and Title
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Coastal Contacts - Ordinary Shares (MM) (NASDAQ:COA)
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