CUSIP No. | 41145W109 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Stark Offshore Management LLC 200752288 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Wisconsin | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
1,621,600 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,621,600 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,621,600 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
FOOTNOTES | |||||
(a) | Name
of Issuer |
Harbin Electric, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
No. 9 Ha Ping Xi Lu
Ha Ping Lu Ji Zhong Qu Harbin Kai Fa Qu, Harbin 150060 People's Republic of China |
(a) | Name
of Person Filing |
Stark Offshore Management LLC |
(b) | Address
of Principal Business Office or, if none, Residence |
3600 South Lake Drive
St. Francis, Wisconsin 53235 USA |
(c) | Citizenship |
State of Wisconsin limited liablity company |
(d) | Title
of Class of Securities |
Common Stock, par value $0.00001 per share (the "Shares") |
(e) | CUSIP
Number |
41145W109 |
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) | 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) | o | 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 |
A 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:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
1,621,600 |
(b) |
Percent of class: 5.2 |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
1,621,600 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
1,621,600 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
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. |
Stark Offshore Management LLC | |||
Date:
August 22, 2011 | By:
| /s/ Michael A. Roth | |
Name: Michael A. Roth | |||
Title: Managing Member | |||
Footnotes: | The Reporting Person may be deemed to be the beneficial owner of 1,621,600 shares. This statement relates to the common stock of the Issuer beneficially owned by Stark Master Fund Ltd. ("Stark Master"), which includes 1,621,600 shares of common stock issuable upon the exercise of various call options. Stark Offshore serves as the investment manager of Stark Master. As such, Stark Offshore has been granted investment discretion over portfolio investments, including the shares beneficially owned by Stark Master. In addition, Michael A. Roth and Brian J. Stark are the Managing Members of Stark Offshore, and as such, have the authority to direct the management of Stark Offshore. Therefore, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, Stark Offshore and Messrs. Roth and Stark may be deemed to be the beneficial owners of, but each hereby disclaims such beneficial ownership of, the shares, except to the extent of their respective pecuniary interests therein. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |