0000872573-11-000006.txt : 20111014
0000872573-11-000006.hdr.sgml : 20111014
20111014143203
ACCESSION NUMBER: 0000872573-11-000006
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20111014
DATE AS OF CHANGE: 20111014
GROUP MEMBERS: CAXTON ASSOCIATES LP
GROUP MEMBERS: CAXTON INTERNATIONAL LTD
GROUP MEMBERS: MR BRUCE S. KOVNER
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SEMICONDUCTOR HOLDRS TRUST
CENTRAL INDEX KEY: 0001110511
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-84554
FILM NUMBER: 111141605
BUSINESS ADDRESS:
STREET 1: BANK OF NEW YORK
STREET 2: 101 BARCLAY STREET, 22-W
CITY: NEW YORK
STATE: NY
ZIP: 10028
BUSINESS PHONE: 2128152213
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CAXTON ASSOCIATES LP
CENTRAL INDEX KEY: 0000872573
IRS NUMBER: 223430173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: PRINCETON PLAZA, BUILDING 2
STREET 2: 731 ALEXANDER ROAD
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 609-419-1800
MAIL ADDRESS:
STREET 1: PRINCETON PLAZA, BUILDING 2
STREET 2: 731 ALEXANDER ROAD
CITY: PRINCETON
STATE: NJ
ZIP: 08540
FORMER COMPANY:
FORMER CONFORMED NAME: CAXTON ASSOCIATES LLC
DATE OF NAME CHANGE: 19990226
FORMER COMPANY:
FORMER CONFORMED NAME: CAXTON CORP
DATE OF NAME CHANGE: 19961118
SC 13G
1
smh13g.txt
13G - SEMICONDUCTOR HOLDRS TRUST 10-4-11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
Semiconductor HOLDRs Trust
(Name of Issuer)
Depository Receipt
(Title of Class of Securities)
816636203
(CUSIP Number)
10/4/2011
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| | Rule 13d-1 (b)
|X| Rule 13d-1 (c)
| | Rule 13d-1 (d)
* 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).
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton International Limited
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
British Virgin Islands
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
936,000
(7) Sole dispositive power:
0
(8) Shared dispositive power:
936,000
(9) Aggregate amount beneficially owned by each reporting person.
936,000
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
5.2%
(12) Type of reporting person (see instructions).
CO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Associates LP
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
State of Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
936,000
(7) Sole dispositive power:
0
(8) Shared dispositive power:
936,000
(9) Aggregate amount beneficially owned by each reporting person.
936,000
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
5.2%
(12)Type of reporting person (see instructions).
IA
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Kovner, Bruce
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
(3) SEC use only.
(4) Citizenship or place of organization.
United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
0
(6) Shared voting power:
936,000
(7) Sole dispositive power:
0
(8) Shared dispositive power:
936,000
(9) Aggregate amount beneficially owned by each reporting person.
936,000
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
5.2%
(12) Type of reporting person (see instructions).
IN
Item 1(a). Name of Issuer:
Semiconductors HOLDRs Trust
Item 1(b). Address of Issuer's Principal Executive Offices:
250 Vesey Street
New York, NY 10281
Item 2(a). Name of Person Filing:
(i) Caxton International Limited ("Caxton International")
(ii) Caxton Associates LP ("Caxton Associates"). Caxton
Associates is the trading advisor to Caxton International
and as such, has voting and dispositive power with respect
to the investments of Caxton International.
(iii) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman of Caxton
Associates and the sole shareholder of Caxton Corporation,
the general partner of Caxton Associates. As a
result of the foregoing, Mr. Kovner may be deemed to
beneficially own such securities.
Item 2(b). Address or Principal Business Office or, If None, Residence:
(i) The address of Caxton International is c/o International Fund Services
(Ireland) Ltd., Administrator, IDA Building & Technology Park
Donore Road, Drogheda Co, Louth, Ireland, DA1
(ii) The address of Caxton Associates is Princeton Plaza, Building 2,
731 Alexander Road, Princeton, NJ 08540.
(iii) The business address of Mr. Kovner is 500 Park Avenue,
New York, NY 10022.
Item 2(c). Citizenship:
(i) Caxton International is a corporation incorporated under the
laws of the British Virgin Islands.
(ii) Caxton Associates is a limited partnership formed under the laws
of the State of Deleware.
(iii) Mr. Kovner is a citizen of the United States.
Item 2(d). Title of Class of Securities:
Depository Receipt
Item 2(e). CUSIP No.:
816636203
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
Not Applicable
If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|
Item 4. Ownership
(a) Amount beneficially owned:
(i) The amount of Depository Receipts beneficially owned by
Caxton International is 936,000.
(ii) The amount of Depository Receipts considered to be
beneficially owned by Caxton Associates by reason of its
voting and dispositive powers with respect to Caxton International
is 936,000.
(iii) Mr. Kovner, by reason of being Chairman of Caxton Associates
and the sole shareholder of Caxton Corporation, the general
partner of Caxton Associates, may also be deemed to
beneficially own such securities.
(b) Percent of class:
(i) Caxton International beneficially owns 5.2% of the Depository Receipts.
(ii) Caxton Associates is deemed to beneficially own 5.2% of the Depository
Receipts.
(iii) Mr. Kovner may be deemed to beneficially own 5.2% of the Depository
Reciepts
(c) Number of shares as to which Caxton International has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 936,000
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 936,000
Number of shares as to which Caxton Associates has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 936,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 936,000
Number of shares as to which Mr. Kovner has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 936,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 936,000
Item 5. Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 10. Certifications
By signing below I certify that, to the best of my 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.
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.
Caxton International Limited
Date: 10/14/2011 /s/ Joseph Kelly
Name: Joseph Kelly
Title: Vice President and Treasurer
Date: 10/14/2011 /s/ Maxwell Quin
Name: Maxwell Quin
Title: Vice President and Secretary
Caxton Associates LP
Date: 10/14/2011 /s/ Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary
Date: 10/14/2011 /s/ Bruce S. Kovner
Name: Bruce S. Kovner
Title: signed by Scott B. Bernstein
as Attorney-in-Fact
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Certification
The undersigned hereby certifies that the shares of Semiconductor HOLDRs Trust
purchased on behalf of Caxton International Limited were not acquired and are
not being held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Date: 10/14/2011 /s/ Francesco Cafagna
Francesco Cafagna
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k) (1)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning
the other, except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Caxton International Limited
Date: 10/14/2011 /s/ Joseph Kelly
Name: Joseph Kelly
Title: Vice President and Treasurer
/s/ Maxwell Quin
Name: Maxwell Quin
Title: Vice President and Secretary
Caxton Associates LP
/s/ Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary
/s/ Bruce S. Kovner
Name: Bruce S. Kovner
Title: signed by Scott B. Bernstein
as Attorney-in-Fact