-----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, Qk4J2iUdBYiH51Je6l2dxUDMizsyprVMth+Z/JutnrCkCh3U32huA4v1Thwoxqu5 guNr4UcnImUUXmU511gn3g== 0000935836-08-000011.txt : 20080111 0000935836-08-000011.hdr.sgml : 20080111 20080111130819 ACCESSION NUMBER: 0000935836-08-000011 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080111 DATE AS OF CHANGE: 20080111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBURY FINANCIAL INC CENTRAL INDEX KEY: 0001335249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 203187008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81379 FILM NUMBER: 08525588 BUSINESS ADDRESS: STREET 1: 999 EIGHTEENTH STREET STREET 2: SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-2899 MAIL ADDRESS: STREET 1: 999 EIGHTEENTH STREET STREET 2: SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Context Capital Management, LLC CENTRAL INDEX KEY: 0001301396 IRS NUMBER: 330972042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: SUITE 850 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 481 3666 MAIL ADDRESS: STREET 1: 4365 EXECUTIVE DRIVE STREET 2: SUITE 850 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 highbury.htm HIGHBURY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

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

 

Highbury Financial Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

42982Y109

(CUSIP Number)

 

January 8, 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:

[X] 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 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).

Potential 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.

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Context Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 673,000

7. Sole Dispositive Power 0

8. Shared Dispositive Power 673,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person 673,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 7.0%

12. Type of Reporting Person (See Instructions)

OO

IA

________

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Michael S. Rosen

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) ______

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 673,000

7. Sole Dispositive Power 0

8. Shared Dispositive Power 673,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person 673,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 7.0%

12. Type of Reporting Person (See Instructions)

IN

HC

________

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

William D. Fertig

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) ______

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 673,000

7. Sole Dispositive Power 0

8. Shared Dispositive Power 673,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person 673,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 7.0%

12. Type of Reporting Person (See Instructions)

IN

HC

________

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Context Offshore Advantage Fund, Ltd.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) __

3. SEC Use Only

4. Citizenship or Place of Organization Cayman Islands

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 373,839

7. Sole Dispositive Power 0

8. Shared Dispositive Power 373,839

9. Aggregate Amount Beneficially Owned by Each Reporting Person 373,839

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 3.9%

12. Type of Reporting Person (See Instructions)

CO

________

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Context Advantage Master Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) __

3. SEC Use Only

4. Citizenship or Place of Organization Cayman Islands

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 595,000

7. Sole Dispositive Power 0

8. Shared Dispositive Power 595,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person 595,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.2%

12. Type of Reporting Person (See Instructions)

PN

________

Item 1.

(a) Name of Issuer

Highbury Financial Inc.

(b) Address of Issuer's Principal Executive Offices

999 Eighteenth Street, Suite 3000, Denver, CO 80202

Item 2.

(a) The names of the persons filing this statement are:

Context Capital Management, LLC ("LLC")

Michael S. Rosen ("Rosen")

William D. Fertig ("Fertig")

Context Offshore Advantage Fund, Ltd. ("Ltd.") (formerly named Context Convertible Arbitrage Offshore Ltd.)

Context Advantage Master Fund, L.P. ("LP")

(collectively, the "Filers").

(b) The principal business office of LLC, Rosen and Fertig is located at:

4365 Executive Drive, Suite 850, San Diego, CA 92121

The principal business office of Ltd. and LP is located at:

c/o Goldman Sachs Administration Services, Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, P.O. Box 896, KY1-1103, Cayman Islands

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock"), including shares of Stock that are included within units purchased by the Filers. Each unit consists of one share of common stock and two warrants, each to purchase one share of common stock.

(e) The CUSIP number of the Issuer is: 42982Y109

Item 3. If this statement is filed pursuant to rule 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) [ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (with respect to LLC).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (with respect to Rosen and Fertig).

(h) [ ] A savings association 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 section 240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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 [x] (with respect to Ltd.).

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

LLC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Rosen is the Co-Chairman, Chief Executive Officer and Manager of LLC. Fertig is the Co-Chairman and Chief Investment Officer of LLC. Ltd. is a Cayman Islands corporation of which LLC is the investment adviser. LP is a Cayman Islands limited partnership, of which LLC is the general partner, that serves as a master fund through which Ltd. and other investors invest indirectly in the Stock. No single client of LLC, other than LP, holds more than five percent of the outstanding Stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

LLC, Rosen and Fertig constitute a group as defined in Rule 13d-5(b)(1) and disclaim membership in a group with any other person or entity. See Item 6. Ltd. and LP constitute a separate group and disclaim membership in any other group.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.

The following certification is made by LLC, Rosen and Fertig:

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.

The following certification is made by Ltd. and LP:

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.

Dated: January 11, 2008

CONTEXT CAPITAL MANAGEMENT, LLC

By: Michael S. Rosen, Manager

 

MICHAEL S. ROSEN

WILLIAM D. FERTIG

   

CONTEXT OFFSHORE ADVANTAGE FUND, LTD.

By: Context Capital Management, LLC

Attorney-in-fact

By: Michael S. Rosen, Manager

CONTEXT ADVANTAGE MASTER FUND, L.P.

By: Context Capital Management, LLC, General Partner

By: Michael S. Rosen, Manager

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint Context Capital Management, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

Dated: January 31, 2007

MICHAEL S. ROSEN

WILLIAM D. FERTIG

   

CONTEXT CAPITAL MANAGEMENT, LLC

By: /s/ Michael S. Rosen, Manager

 
   

CONTEXT OFFSHORE ADVANTAGE FUND, LTD.

By: Context Capital Management, LLC
Attorney-in-fact

By: Michael S. Rosen, Manager

CONTEXT ADVANTAGE MASTER FUND, L.P.

By: Context Capital Management, LLC, General Partner

By: Michael S. Rosen, Manager

   

 

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