-----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, T/kSs7axzidPLLs0ueHFaZrbq/Gwc/AKRYoPtwHMIXbp9DZoACiz/0HWgzx7hgso N5x9lH5+9KJPwuOK8oY5vQ== 0001193125-09-137479.txt : 20090625 0001193125-09-137479.hdr.sgml : 20090625 20090625125056 ACCESSION NUMBER: 0001193125-09-137479 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090625 DATE AS OF CHANGE: 20090625 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81379 FILM NUMBER: 09909060 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: TALON ASSET MANAGEMENT, LLC CENTRAL INDEX KEY: 0001007614 IRS NUMBER: 203708262 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 N FRANKLIN STREET 2: SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124225400 MAIL ADDRESS: STREET 1: 1 N FRANKLIN SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: TALON ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19960212 SC 13D 1 dsc13d.htm HIGHBURY FINANCIAL INC. Highbury Financial Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

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)

 

 

William Wolf

Talon Asset Management, LLC

One North Franklin Street

Suite 900

Chicago, Illinois 60606

Telephone Number: (312) 422-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

June 25, 2009

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    x

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 to whom copies are to be sent.

 

* 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).

 

- 2 -

CUSIP No. 42982Y109

 

  1.  

Names of Reporting Persons.

 

Talon Asset Management, LLC

    
  2.  

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

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

AF

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

    
  6.  

Citizenship or Place of Organization

 

Delaware

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

  

  7.    Sole Voting Power

 

None

 

  8.    Shared Voting Power

 

1,149,412

 

  9.    Sole Dispositive Power

 

None

 

10.    Shared Dispositive Power

 

1,149,412

 

- 3 -

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,149,412

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

    
13.  

Percent of Class Represented by Amount in Row (11)

 

12.4%

    
14.  

Type of Reporting Person (See Instructions)

 

IA

    

 

- 4 -

CUSIP No. 42982Y109

 

  1.  

Names of Reporting Persons.

 

Talon Opportunity Managers, LLC

    
  2.  

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

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

AF

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

    
  6.  

Citizenship or Place of Organization

 

Delaware

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

  

  7.    Sole Voting Power

 

None

 

  8.    Shared Voting Power

 

1,135,412

 

  9.    Sole Dispositive Power

 

None

 

10.    Shared Dispositive Power

 

1,135,412

 

- 5 -

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,135,412

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

    
13.  

Percent of Class Represented by Amount in Row (11)

 

12.2%

    
14.  

Type of Reporting Person (See Instructions)

 

OO

    

 

- 6 -

CUSIP No. 42982Y109

 

  1.  

Names of Reporting Persons.

 

Talon Opportunity Partners, L.P.

    
  2.  

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

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

WC

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

    
  6.  

Citizenship or Place of Organization

 

Delaware

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With:  

  

  7.    Sole Voting Power

 

None

 

  8.    Shared Voting Power

 

1,135,412

 

  9.    Sole Dispositive Power

 

None

 

10.    Shared Dispositive Power

 

1,135,412

 

- 7 -

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,135,412

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

    
13.  

Percent of Class Represented by Amount in Row (11)

 

12.2%

    
14.  

Type of Reporting Person (See Instructions)

 

PN

    

 

- 8 -

Item 1. Security and Issuer

This statement relates to the Common Stock of Highbury Financial, Inc. (“Highbury”), a Delaware corporation which has its principal executive offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado 80202.

 

Item 2. Identity and Background

This statement is being jointly filed by the following persons (the “Reporting Persons”):

Talon Opportunity Partners, L.P. (“TOP”) is a Delaware limited partnership primarily engaged in the business of investing in securities.

Talon Opportunity Managers, LLC (“TOM”) is a Delaware limited liability company and the General Partner of TOP.

Talon Asset Management, LLC (“TAM”) is a Delaware limited liability company and the Managing Member of TOM.

The business address of each of the Reporting Persons is One North Franklin Street, Suite 900, Chicago, Illinois 60606.

During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

TOP’s working capital was used to purchase the Common Stock and Warrants of Highbury as set forth herein. The total purchase price for the Common Stock was approximately $4,212,000.

 

Item 4. Purpose of Transaction

The Reporting Persons acquired beneficial ownership of the shares of Common Stock reported herein as part of their investment activities because the shares are viewed as an attractive investment.

The Reporting Persons intend to review and consider their investment in the Common Stock and may, from time to time, depending upon their evaluation of the business

 

- 9 -

and prospects of Highbury, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose of their holdings of Common Stock. As a part of such review and evaluation, the Reporting Persons may hold discussions with Highbury’s management and directors, other shareholders and other interested parties.

Except as otherwise described in this Item 4, the Reporting Persons do not have present plans or proposals that relate to or would result in any other action set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to Highbury and to take action with respect thereto.

 

Item 5. Interest in Securities of the Issuer

The information concerning percentages of ownership set forth below is based on 9,298,740 shares of Common Stock reported outstanding as of April 27, 2009 in Highbury’s Form 8K, filed on April 29, 2009.

TAM beneficially owns 969,412 shares of Common Stock and 180,000 warrants to purchase Common Stock of Highbury as of June 25, 2009, which represents 12.4 % of the outstanding Common Stock.

TOM beneficially owns 955,412 shares of Common Stock and 180,000 warrants to purchase Common Stock of Highbury as of June 25, 2009, which represents 12.2% of the outstanding Common Stock.

TOP beneficially owns 955,412 shares of Common Stock and 180,000 warrants to purchase Common Stock of Highbury as of June 25, 2009, which represents 12.2% of the outstanding Common Stock.

TOM is the sole general partner of TOP and has sole discretionary investment authority with respect to TOP’s investment in the Common Stock. TAM is the managing member of TOM. As a consequence, TAM and TOM may be deemed to share beneficial ownership of all of the shares of Common Stock owned by TOP.

The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

No other person is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons – other than the

 

- 10 -

governing documents of TAM, TOM and TOP – nor between or among any other person with respect to any securities of Highbury.

 

Item 7. Material to Be Filed as Exhibits

Exhibit 1: List of transactions by Reporting Persons in Highbury’s Common Stock during the 60-day period preceding this filing.

 

- 11 -

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: June 25, 2009

 

TALON ASSET MANAGEMENT, LLC
By:   /s/ William Wolf
Name:   William Wolf
Title:   Chief Operating Officer

 

TALON OPPORTUNITY MANAGERS, LLC
By:   /s/ William Wolf
Name:   William Wolf
Title:  

Chief Operating Officer, Talon Asset Management, LLC, as Manager of Talon

Opportunity Managers, LLC

 

TALON OPPORTUNITY PARTNERS, L.P.
By:   /s/ William Wolf
Name:   William Wolf
Title:  

Chief Operating Officer, Talon Asset Management, LLC, as Manager of Talon

Opportunity Managers, LLC, as General Partner of Talon Opportunity Partners, L.P.

 

- 12 -

EXHIBIT 1

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of Highbury during the past 60 days on the open market:

 

Date

   

Security

   

Quantity

   

Transaction

   

Price

5/18/2009    Warrants    100,000    Purchase    $0.11

 

- 13 -

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