-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MB4hF5P53yidcokBhzKV2EzYhDA68Q0jI0xyljLUCkibDLniaEEmXY8Q+tjOgccH FJybQC73Ffcd2QP0H78I7w== 0001144204-09-008711.txt : 20090217 0001144204-09-008711.hdr.sgml : 20090216 20090217134047 ACCESSION NUMBER: 0001144204-09-008711 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sun American Bancorp CENTRAL INDEX KEY: 0001042521 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 650325364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54441 FILM NUMBER: 09609597 BUSINESS ADDRESS: STREET 1: 9293 GLADES ROAD CITY: BOCA RATON STATE: FL ZIP: 33434 BUSINESS PHONE: (561) 544-1908 MAIL ADDRESS: STREET 1: 9293 GLADES ROAD CITY: BOCA RATON STATE: FL ZIP: 33434 FORMER COMPANY: FORMER CONFORMED NAME: PANAMERICAN BANCORP DATE OF NAME CHANGE: 20020823 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN SECURITY BANK CORP DATE OF NAME CHANGE: 19971125 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN SECURITY FINANCIAL CORP DATE OF NAME CHANGE: 19970715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JGD MANAGEMENT CORP /NY CENTRAL INDEX KEY: 0001012670 IRS NUMBER: 133633324 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123001300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 v140163_sc13ga.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Sun American Bancorp
(Name of Issuer)

Common Stock
(Title of Class of Securities)

86664A202
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

xRule 13d-1(b)

oRule 13d-1(c)

oRule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting persons 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).
 
Page 1 of 7 Pages
 
CUSIP No. 86664A202 
13G
 
1) NAMES OF REPORTING PERSONS
JGD Management Corp.
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 (a) o
 (b) x
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION  
Delaware
NUMBER OF
5)  SOLE VOTING POWER
1,955,750
SHARES
    
BENEFICIALLY
6)  SHARED VOTING POWER
0
OWNED BY
    
EACH
7)  SOLE DISPOSITIVE POWER
1,955,750
REPORTING
    
PERSON WITH
8) SHARED DISPOSITIVE POWER
0
 
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,955,750
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) 
o
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
18.0%
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 
Page 2 of 7 Pages

Item 1(a).
Name of Issuer:
Sun American Bancorp
Item 1(b).
Address of Issuers Principal Executive Offices: 
 
9293 Glades Road
Boca Raton, Florida  33434
 
 
Item 2(a).
Name of Person Filing:
 
This Schedule is being filed by JGD Management Corp. (JGD), a Delaware corporation, with respect to 178,800 shares of Common Stock (which consists of (i) 119,200 shares of Common Stock and (ii) warrants to purchase 59,600 shares of Common Stock) directly owned by York Capital Management, L.P. (York Capital), a Delaware limited partnership; 652,321 shares of Common Stock (which consists of (i) 436,609 shares of Common Stock and (ii) warrants to purchase 215,712 shares of Common Stock) directly owned by York Investment Limited (York Investment), a corporation organized under the laws of the Commonwealth of the Bahamas; 1,072,500 shares of Common Stock (which consists of (i) 715,000 shares of Common Stock and (ii) warrants to purchase 357,500 shares of Common Stock) directly owned by York Global Value Partners, L.P. (York Global Value), a Delaware limited partnership; and 52,129 shares of Common Stock (which consists of (i) 34,891 shares of Common Stock and (ii) warrants to purchase 17,238 shares of Common Stock) directly owned by a managed account (the Managed Account).

The general partners of York Capital and York Global Value and the manager of York Investment have delegated certain management and administrative duties of such funds to JGD.  In addition, JGD manages the Managed Account.  Accordingly, JGD may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule.                                   
 
 
Page 3 of 7 Pages
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:

 
The principal business office address of JGD is:
 
c/o York Capital Management
767 Fifth Avenue, 17th Floor
New York, New York  10153
 
Item 2(c).
Citizenship:
 
 
The place of organization of JGD is Delaware.

Item 2(d).
Title of Class of Securities: Common Stock
Item 2(e).
CUSIP Number: 86664A202

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C.78o).
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
x
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
 
o
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
 
o
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
 
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
 
o
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 (15 U.S.C. 80a-3);
(j)
o
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
 
o
Group, in accordance with 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  ____________.
 
Page 4 of 7 Pages
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)  
Amount beneficially owned:
1,955,750
     
(b)  
Percent of class:
18.0%
     
(c)  
Number of shares as to which the person has:
  
     
 
(i) Sole power to vote or to direct the vote
1,955,750
     
 
(ii) Shared power to vote or to direct the vote
0
     
 
(iii) Sole power to dispose or to direct the disposition of
1,955,750
     
 
(iv) Shared power to dispose or to direct the disposition of
0
 
The number of shares beneficially owned and the percentage of outstanding shares represented thereby for JGD have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  The percentage of ownership described above is based on an aggregate of 10,880,516 shares of Common Stock, which consists of (i) 10,230,466 shares of Common Stock issued and outstanding as of November 4, 2008, as reported in the issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2008, and (ii) the number of shares of Common Stock issuable to JGD if JGD were to exercise all of its warrants to purchase shares of Common Stock.

Item 5.
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. o

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this statement as beneficially owned by JGD is held by York Capital, York Investment, York Global Value, or the Managed Account, as the case may be, all of which are the advisory clients of JGD.  JGD itself disclaims beneficial ownership of all shares of Common Stock reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
 
Page 5 of 7 Pages
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Page 6 of 7 Pages
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, 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.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 17, 2009
 
 
JGD MANAGEMENT CORP.



By:    /s/ Adam J. Semler                      
Adam J. Semler
Chief Financial Officer
 
Page 7 of 7 Pages
 
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