Amended Statement of Beneficial Ownership (sc 13d/a)
September 27 2013 - 4:00PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13D
(Rule
13d-101)
Information
to be included in statements filed pursuant to
13D-1(A)
and amendments thereto filed pursuant to 13D-2(A)
(Amendment No. 2)*
Globecomm Systems Inc.
_____________________________________________________
(Name of Issuer)
Common Stock, $0.001 par value per share
_____________________________________________________
(Title of Class of Securities)
37956X103
_____________________________________________________
(CUSIP Number)
Jonathan Brooks
Smithwood Advisers, L.P.
1999 Avenue of the Stars, Suite 2040
Los Angeles, CA 90067
(310) 286-2929
_____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 2013
_____________________________________________________
(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 §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting 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 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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CUSIP No.
37956X103
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13D
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Page
2
of 9 Page
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1.
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Name of Reporting Persons
JMB Capital Partners Master Fund, L.P.
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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)
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¨
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(b)
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ý
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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)
Working Capital
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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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¨
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,109,000
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,109,000
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11.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
2,109,000
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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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¨
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13.
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Percent of Class Represented by Amount
in Row 11
8.8%
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14.
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Type of Reporting Person (see instructions)
PN
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CUSIP No.
37956X103
|
13D
|
Page
3
of 9 Page
|
|
1.
|
Name of Reporting Persons
Smithwood Partners, LLC
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2.
|
Check the Appropriate Box if a Member of a
Group (see instructions)
|
|
|
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(a)
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¨
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(b)
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ý
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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)
N/A
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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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¨
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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|
8.
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Shared Voting Power
2,109,000
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,109,000
|
|
11.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
2,109,000
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|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
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|
13.
|
Percent of Class Represented by Amount
in Row 11
8.8%
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14.
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Type of Reporting Person (see instructions)
OO
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CUSIP No.
37956X103
|
13D
|
Page
4
of 9 Page
|
|
1.
|
Name of Reporting Persons
Smithwood Advisers, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (see instructions)
|
|
|
|
(a)
|
¨
|
|
|
(b)
|
ý
|
|
3.
|
SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
N/A
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
|
|
6.
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Citizenship or Place of Organization
California
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,109,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,109,000
|
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
2,109,000
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount
in Row 11
8.8%
|
|
14.
|
Type of Reporting Person (see instructions)
PN
|
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CUSIP No.
37956X103
|
13D
|
Page
5
of 9 Page
|
|
1.
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Name of Reporting Persons
Smithwood General Partner, LLC
|
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2.
|
Check the Appropriate Box if a Member of a
Group (see instructions)
|
|
|
|
(a)
|
¨
|
|
|
(b)
|
ý
|
|
3.
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SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
N/A
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
|
6.
|
Citizenship or Place of Organization
California
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,109,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,109,000
|
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
2,109,000
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount
in Row 11
8.8%
|
|
14.
|
Type of Reporting Person (see instructions)
OO
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CUSIP No.
37956X103
|
13D
|
Page
6
of 9 Page
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1.
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Name of Reporting Persons
Jonathan Brooks
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2.
|
Check the Appropriate Box if a Member of a
Group (see instructions)
|
|
|
|
(a)
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¨
|
|
|
(b)
|
ý
|
|
3.
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SEC USE ONLY
|
|
4.
|
Source of Funds (see instructions)
N/A
|
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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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¨
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,109,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,109,000
|
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
2,109,000
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
|
|
13.
|
Percent of Class Represented by Amount
in Row 11
8.8%
|
|
14.
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Type of Reporting Person (see instructions)
IN
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CUSIP No.
37956X103
|
13D
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Page
7
of 9 Page
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The Schedule 13D, as filed by each
of JMB Capital Partners Master Fund, L.P., a Cayman Islands limited partnership (the “Master Fund”); Smithwood Partners,
LLC, a California limited liability company (“Partners”), which is the General Partner of the Master Fund; Smithwood
Advisers, L.P., a California limited partnership (“Advisers”), which is the Investment Adviser of the Master Fund;
Smithwood General Partner, LLC, a California limited liability company (“Smithwood GP”), which is the General Partner
of Advisers; and Jonathan Brooks (“Brooks”), a United States citizen, who is the Managing Member of Partners and the
controlling owner and Managing Member of Smithwood GP (the Master Fund, Partners, Advisers, Smithwood GP and Brooks are hereinafter
collectively referred to as, the “Reporting Persons.”) on October 25, 2012, as amended by Amendment No. 1 to the Schedule
13D as filed on January 3, 2013 (the original Schedule 13D together with Amendment No. 1 is hereinafter referred to as the "Schedule
13D, as amended"), relating to the shares of common stock, par value $0.001 per share of Globecomm Systems Inc., a Delaware
corporation (the "Issuer"), is hereby further amended as set forth below by this Amendment No. 2 to the Schedule 13D,
as amended ("Amendment No. 2").
Except as specifically provided herein,
Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D, as amended. Any capitalized terms
used in this Amendment No. 2 and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D,
as amended.
Item 3. Source and Amount
of Funds and Other Considerations.
The Master Fund
purchased an additional 609,000 shares of Common Stock of the Company (the “Shares”) in broker facilitated transactions.
The aggregate purchase price for the Shares was $8,495,150 (exclusive of brokerage commission). All Shares were purchased with
the Master Fund’s working capital.
Item 4. Purpose of the Transaction.
Item 4 is amended
and restated in its entirety as follows:
The Reporting Persons
may oppose the adoption by the Company’s shareholders of the Agreement and Plan of Merger among the Company, Wasserstein
Cosmos Co-Invest, L.P. and Cosmos Acquisition Corp. if the Reporting Persons determine that the terms of the proposed merger do
not adequately reflect the Company’s value.
The Reporting Persons
also intend to cause the Master Fund to purchase additional shares of Common Stock if price levels and market conditions remain
acceptable (subject to limit on their aggregate beneficial ownership equal to 9.9% of the outstanding Common Stock).
The Reporting Persons
intend to review the Master Fund's investment in the Company on a continuing basis and may engage in discussions with the Company’s
management, its Board of Directors, other stockholders of the Company and other relevant parties, concerning the business, operations,
governance, management, and future plans of the Company. Depending on various factors, including, without limitation, the Company's
financial position and strategic direction, price levels of the Common Stock, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to the Master Fund's investment in the Company as the Reporting Persons deem appropriate, including,
without limitation, purchasing additional shares of Common Stock (as discussed above), selling some or all of the Shares, engaging
in short selling or any hedging or similar transactions with respect to the Shares, or otherwise changing their intention with
respect to any and all matters referred to in this Item 4.
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CUSIP No.
37956X103
|
13D
|
Page
8
of 9 Page
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Accordingly, while
except as set forth above, the Reporting Persons do not have any specific plans or proposals that would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons may from time to time consider pursuing
or proposing to the Company or third parties any or all of such transactions.
Item 5. Interest in Securities
of the Issuer.
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(a)
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As of the date hereof, the Master Fund is the owner of 2,109,000 shares of
Common Stock. By virtue of their investment management authority, each of the other Reporting Persons may be deemed to beneficially
own the shares of Common Stock owned by the Master Fund. Based on 23,869,506 shares of Common Stock of the Company currently outstanding
as of September 9, 2013 as reported in the Company’s most recent annual report on Form 10-K for the period ended June 30,
2013 filed with the Securities and Exchange Commission on September 13, 2013, the Reporting Persons are currently the beneficial
owner of 8.8% of the outstanding Common Stock.
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(c)
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Set forth below are transactions effected by the Master Fund in the Common
Stock in the past sixty (60) days constituting all of the transactions effected by the Reporting Persons in the Company’s
Common Stock in the past 60 days. The purchases were made in broker facilitated block trades with open market settlement.
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TRADE DATE
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SHARES PURCHASED
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PURCHASE PRICE
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8/26/2013
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59,000
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$13.85
1
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9/25/2013
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550,000
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$13.96
1
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After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: September 27,
2013
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JMB Capital Partners Master Fund, L.P.
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By: Smithwood Partners, LLC, its General Partner
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By:
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/s/Jonathan Brooks
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Jonathan Brooks, Managing Member
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1
Excluding brokerage commissions
of $.02 per share.
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CUSIP No.
37956X103
|
13D
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Page
9
of 9 Page
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Smithwood Partners, LLC
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By:
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/s/Jonathan Brooks
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Jonathan Brooks, Managing Member
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Smithwood Advisers, L.P.
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By:
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Smithwood General Partner, LLC,
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its General Partner
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By:
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/s/Jonathan Brooks
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Jonathan Brooks, Managing Member
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Smithwood General Partner, LLC
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By:
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/s/Jonathan Brooks
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Jonathan Brooks, Managing Member
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By:
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/s/Jonathan Brooks
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Jonathan Brooks
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Attention: Intentional misstatements
or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
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