0001019056-13-000199.txt : 20130213 0001019056-13-000199.hdr.sgml : 20130213 20130213141627 ACCESSION NUMBER: 0001019056-13-000199 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: GAGNON SECURITIES LLC GROUP MEMBERS: NEIL GAGNON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVADAQ TECHNOLOGIES INC CENTRAL INDEX KEY: 0001173293 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86793 FILM NUMBER: 13601997 BUSINESS ADDRESS: STREET 1: 2585 SKYMARK AVENUE STREET 2: SUITE 306 CITY: MISSISSAUGA STATE: A6 ZIP: L4W 4LS BUSINESS PHONE: 905-629-3822 MAIL ADDRESS: STREET 1: 2585 SKYMARK AVENUE STREET 2: SUITE 306 CITY: MISSISSAUGA STATE: A6 ZIP: L4W 4LS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAGNON SECURITIES LLC CENTRAL INDEX KEY: 0001125725 IRS NUMBER: 134087058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX 1370 AVENUE OF THE AMERICAS, STREET 2: SUITE 2002 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125545000 MAIL ADDRESS: STREET 1: P.O. BOX 1370 AVENUE OF THE AMERICAS STREET 2: SUITE 2002 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 novadaq_13ga1.htm SCHEDULE 13G/A

 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

Novadaq Technologies, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

66987G102

(CUSIP Number)

 

December 31, 2012

(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)
S 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 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).

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1745 (12-02)

 

 
 
 

 

1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Gagnon Securities LLC

 

2.

check the appropriate box if a group*

(a) £
(b) S
3.

sec use only

 

 

4.

citizenship or place of organization

Delaware Limited Liability Company

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 1,838,415
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispostive power 1,838,415
9. aggregate amount beneficially owned by each reporting person 1,838,415
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) £
11. percent of class represented by amount in row (9) 4.57%
12. type of reporting person (See Instructions) IA, BD
           

 

 
 

 

13.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Neil Gagnon

 
14.

check the appropriate box if a group*

 (a) £
(b) S
15.

sec use only

 

 
16.

citizenship or place of organization

USA

 
number of
shares		 17. sole voting power 1,707,793
beneficially
owned by		 18. shared voting power 1,943,815
each
reporting		 19. sole dispositive power 1,707,793
person with: 20. shared dispostive power 1,992,626
21. aggregate amount beneficially owned by each reporting person 3,700,419
22. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) £
23. percent of class represented by amount in row (9) 9.14%
24. type of reporting person (See Instructions) IN
                 

 
 

 

Item 1.
 
  (a) Name of Issuer: Novadaq Technologies, Inc.
     
  (b) Address of Issuer's Principal Executive Offices:

2585 Skymark Avenue, Suite 306

Mississauga, Ontario
L4W 4L5

 
Item 2.
 
  (a) Name of Person Filing: Gagnon Securities LLC (“GS”), an investment adviser registered with the Securities Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended, and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice, may be deemed to beneficially own 1,838,415 shares of the Issuer’s Common Stock held in the Accounts, which includes 32,400 warrants to purchase an equal number of shares of Common Stock exercisable for five years at an exercise price of CDN $3.18 per share (each, a “Warrant”). GS shares voting power and dispositive power with Neil Gagnon, the managing member and principal owner of GS, with respect to 1,349,848 shares of Common Stock and 32,400 Warrants held in the Accounts. GS shares voting and dispositive power with certain persons other than Mr. Gagnon with respect to 456,167 shares of Common Stock held in the Accounts. GS expressly disclaims beneficial ownership of all securities held in the Accounts.
     
    In addition to the shares of Common Stock and Warrants held in the Accounts over which Mr. Gagnon shares voting and/or dispositive power with GS, Mr. Gagnon may be deemed to beneficially own 2,318,171 shares of the Issuer’s Common Stock in a private investment fund (the “Fund”), in personal accounts (the “Personal Accounts”), and in foundations, partnerships and trusts (the “Other Accounts”) to which he furnishes investment advice, which includes 216,023 Warrants. Mr. Gagnon has sole voting power and sole dispositive power with respect to 484,702 shares of Common Stock and 45,900 Warrants held in the Personal Accounts. Mr. Gagnon has sole voting power and sole dispositive power with respect to 1,060,618 shares of Common Stock and 116,573 Warrants held in the Fund. Mr. Gagnon shares voting power with certain persons other than GS with respect to 512,967 shares of Common Stock and 48,600 Warrants held in the Other Accounts. Mr. Gagnon shares dispositive power with certain persons other than GS with respect to 556,828 shares of Common Stock and 53,550 Warrants held in the Other Accounts. Except for Common Stock and Warrants held in the Personal Accounts, Mr. Gagnon expressly disclaims beneficial ownership of all securities held in the Accounts, the Other Accounts and the Fund. No single client’s interest as reported in the Accounts, the Personal Accounts, the Other Accounts or the Fund exceeds 5% of the Issuer’s Common Stock.
     
  (b) Address of Principal Business Office or, if none, Residence:

1370 Ave. of the Americas, Suite 2400

New York, NY 10019

     
(c)  Citizenship: Gagnon Securities LLC: Delaware Limited Liability Company
     
    Neil Gagnon: USA
     
(d)  Title of Class of Securities: Common Stock
     
(e)  CUSIP Number: 66987G102
                   

 

 
  

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
(a)    [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)    [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)    [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)    [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)    [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)    [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)    [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h)    [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)     [ ] 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)    [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
                   

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: Gagnon Securities LLC: 1,838,415
    Neil Gagnon: 3,700,419
     
(b) Percent of class: Gagnon Securities LLC: 4.57%
    Neil Gagnon: 9.14%,
     
    Calculation of percentage of beneficial ownership is based on approximately 40,226,243 outstanding shares as reported by the Issuer on its 6-K filed on February 8, 2013 and the number of Warrants owned by each Reporting Person.
     
(c) Number of shares as to which the person has:
   
  (i) Sole power to vote or to direct the vote: Gagnon Securities LLC: 0
      Neil Gagnon: 1,707,793
       
  (ii) Shared power to vote or to direct the vote: Gagnon Securities LLC: 1,838,415
      Neil Gagnon: 1,943,815
       
  (iii) Sole power to dispose or to direct the disposition of: Gagnon Securities LLC: 0
      Neil Gagnon: 1,707,793
       
  (iv) Shared power to dispose or to direct the disposition of: Gagnon Securities LLC: 1,838,415
      Neil Gagnon: 1,992,626
                   

 
  

 

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 £.
   
Item 6 Ownership of More than Five Percent on Behalf of Another Person
 

     The Accounts, the Personal Accounts, the Other Accounts and the Fund described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, each Reporting Person disclaims beneficial ownership of all such securities.

 

Items 7 – 9 Not Applicable
                   
Item 10 Certification
   
(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

   

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.

     
 
 

 

SIGNATURE

 

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.

 

  February 13, 2013
  Date
   
  GAGNON SECURITIES LLC
   
  /s/ Neil Gagnon
  Signature
   
  Neil Gagnon
  Name/Title
   
  February 13, 2013
  Date
   
  Neil Gagnon
   
  /s/ Neil Gagnon
  Signature

 

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.

 

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 for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)