- Amended Statement of Beneficial Ownership (SC 13D/A)
February 19 2010 - 11:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(a)
(Amendment
No. 2)
Under the
Securities Exchange Act of 1934
OPTIMAL GROUP
INC.
(Name of
Issuer)
Class A Shares, no par
value
(Title of
Class of Securities)
68388R208
(CUSIP
Number)
Mr.
Hans-Martin Rüter
Abteistrasse
25
20149
Hamburg
Germany
0049 40
41172370
RütInvest
GmbH
Attn: Mr.
Hans-Martin Rüter
Abteistrasse
25
20149
Hamburg
Germany
0049 40
41172370
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
February 17,
2010
(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 Section 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.
CUSIP No.
68388R208
1
|
|
Names
of Reporting Persons.
Hans-Martin
Rüter
|
|
|
|
2
|
|
Check
the Appropriate Box if a Member of a Group (See
Instruction)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC
Use Only
|
|
|
|
|
|
4
|
|
Source
of Funds
|
|
|
|
|
|
|
5
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
|
o
|
|
|
|
6
|
|
Citizenship
or Place of Organization
|
|
Germany
|
|
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
452,160
|
|
|
8
|
Shared
Voting Power
|
0
|
|
|
9
|
Sole
Dispositive Power
|
452,160
|
|
|
10
|
Shared
Dispositive Power
|
0
|
|
|
|
11
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
452,160
|
|
|
|
12
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
o
|
|
|
|
13
|
|
Percent
of Class Represented by Amount in Row (11)
|
|
8.78%
|
|
|
|
14
|
|
Type
of Reporting Person (See Instructions)
|
|
IN
|
CUSIP No.
68388R208
1
|
|
Names
of Reporting Persons.
RütInvest
GmbH
|
|
|
|
2
|
|
Check
the Appropriate Box if a Member of a Group (See
Instruction)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC
Use Only
|
|
|
|
|
|
4
|
|
Source
of Funds
n/a
|
|
|
|
|
5
|
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
|
o
|
|
|
|
6
|
|
Citizenship
or Place of Organization
|
|
Germany
|
|
|
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7
|
|
Sole
Voting Power
|
|
0
|
|
|
|
8
|
|
Shared
Voting Power
|
|
0
|
|
|
|
9
|
|
Sole
Dispositive Power
|
|
0
|
|
|
|
10
|
|
Shared
Dispositive Power
|
|
0
|
|
|
|
11
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
452,160
|
|
|
|
12
|
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
o
|
|
|
|
13
|
|
Percent
of Class Represented by Amount in Row (11)
|
|
8.78%
|
|
|
|
14
|
|
Type
of Reporting Person (See Instructions)
|
|
CO
|
Item
1. Security and Issuer
This
Amendment No. 2 to Schedule 13D (the “Amendment”) amends the Statement on
Schedule 13D dated January 22, 2009 (the "Original Filing") filed by Hans-Martin
Rüter, an individual residing in Germany, with respect to the beneficial
ownership of Class A Shares, no par value (the "Securities"), of Optimal Group
Inc., a Canadian corporation, which has its principal executive offices at 3500
de Maisonneuve Blvd. West, Suite 800, Montreal, Quebec, Canada, H3Z 3C1 (the
"Issuer"), as amended by Amendment No. 1 dated April 9, 2009 ("Amendment No. 1"
and, together with the Original Filing, the "Schedule 13D") filed by Mr. Rüter
and RütInvest GmbH ("RütInvest" and, together with Mr. Rüter, the "Reporting
Person"), a German corporation that is solely owned by Mr.
Rüter. This Amendment is being filed to reflect the sale of 73,617
shares of the Issuer's Securities during the period from October 9, 2009 through
February 17, 2010.
Item
2. Identity & Background
There are
no changes in subsections (a) through (e) from the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration
Not
applicable; see Item 4 below
Item
4. Purpose of Transaction
The
Reporting Person disposed of 73,617 shares of the Issuer's Common Stock in one
or more open market transactions during the period from October 9, 2009 through
February 17, 2010.
Item
5. Interest in Securities of the Issuer
(a)
452,160
shares of Common Stock; 8.78%
(b)
Mr. Rüter
has sole voting and dispositive power with respect to 452,160
shares.
(c)
See Item
4 above.
(d)
None.
(e)
N/A
Item 6.
Contract,
Arrangements, Understandings, or Relationships with respect to Securities of the
Issuer
Not
applicable.
Signature
After
reasonable inquiry, and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: February
19, 2010
|
|
/s/
Hans-Martin
Rüter
|
|
|
Hans-Martin
Rüter
|
|
|
|
|
|
RütInvest
GmbH
|
|
|
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By:
|
/s/
Hans-Martin Rüter
|
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|
Hans-Martin
Rüter
|
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|
Managing
Director
|
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