SC 13D/A 1 d1231188_13d-a.htm d1231188_13d-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*


MF Global Holdings Ltd.
(Name of Issuer)


Common Stock, $1.00 par value
(Title of Class of Securities)


55277J108
(CUSIP Number)


Brian Jozwiak
Fine Capital Partners, L.P.
590 Madison Avenue, 5th Floor
New York, New York 10022
Tel. No.: (212) 492-8200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


September 28, 2011
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 
 
*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.

 
 

 


CUSIP No.
55277J108
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Fine Capital Partners, L.P.
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX 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

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
12,157,645
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
12,157,645
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
12,157,645
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
7.4%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
PN
 
 
 
 


 
 

 


CUSIP No.
55277J108
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Fine Capital Advisors, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
    (b)  [_] 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX 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

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
12,157,645
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
12,157,645
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
12,157,645
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
7.4%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
OO
 
 
 
 


 
 

 


CUSIP No.
55277J108
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Debra Fine
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
    (b)  [_] 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
United States of America
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
12,157,645
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
12,157,645
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
12,157,645
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
7.4%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 
 
 
 


 
 

 



CUSIP No.
55277J108
 
 
 
 
 

Item 1.
Security and Issuer.
 

 
The name of the issuer is MF Global Holdings Ltd., a Delaware limited company (the "Issuer").  The address of the Issuer's principal executive offices is 717 Fifth Avenue, New York, New York 10022, United States of America.  This Schedule 13D relates to the Issuer's Common Stock, $1.00 par value (the "Shares").
 
 
 
 
 
 
 


Item 2.
Identity and Background.
 

 
(a), (f)
This Schedule 13D is being filed by (i) Fine Capital Partners, L.P., a Delaware limited partnership ("FCP"), as the investment manager to certain private investment funds, with respect to Shares owned by such private investment funds, (ii) Fine Capital Advisors, LLC, a Delaware limited liability company ("FCA"), as the general partner of FCP, and (iii) Ms. Debra Fine, a United States citizen and the principal of FCP and FCA, with respect to the shares owned by such private investment funds (the persons mentioned in (i), (ii) and (iii) are referred to as the "Reporting Persons").  Ms. Fine is the sole Manager of FCA and the President of FCP.  Brian Jozwiak, a United States citizen, is the Chief Financial Officer and Chief Operating Officer of the Reporting Persons.
 
       
 
(b)
The principal business address for each of the Reporting Persons and each of the other executive officers of FCP is 590 Madison Avenue, 5th Floor, New York, New York 10022.
 
       
 
(c)
FCP provides investment management services to private individuals and institutions.  FCA serves as the general partner of FCP.  The principal occupation of Ms. Fine is investment management.  The principal occupation of Mr. Jozwiak is Chief Financial Officer and Chief Operating Officer of FCP and its affiliates.
 
       
 
(d)
Neither Ms. Fine nor Mr. Jozwiak have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
       
 
(e)
None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been 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.
 
     
 
The net investment costs (including commissions, if any) of the Shares directly owned by the private investment funds advised by FCP is approximately $70,344,766. Ms. Fine, FCP and FCA do not directly own any Shares.
 
     


Item 4.
Purpose of Transaction.
 
     
 
The purpose of the acquisition of the Shares by the Reporting Persons is for investment, and the purchases of the Shares by the Reporting Persons were made in the ordinary course of business and were not made for acquiring control of the Issuer.  The Reporting Persons, from time to time, will communicate with the Issuer and other holders of Shares.  The Reporting Persons may in the future purchase additional Shares or dispose of some or all of their Shares in open-market transactions or privately negotiated transactions.  The Reporting Persons do not currently have any plans or proposals that would result in any of the actions described in paragraphs (b) through (j) of Item 4 of the instructions to Schedule 13D.
 
 
 
 

 
 
 

 

 
Item 5.
Interest in Securities of the Issuer.
 
 
 
 
 
(a) - (e)
As of the date hereof, (i) FCP, FCA and Ms. Fine may be deemed to be the beneficial owners of 12,157,645 Shares, constituting 7.4% of the Shares, based upon 164,892,596* Shares outstanding as of the date hereof.
 
FCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,157,645 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 12,157,645 Shares.
 
FCA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,157,645 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 12,157,645 Shares.
 
Ms. Fine has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,157,645 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 12,157,645 Shares.
 
The transactions by the Reporting Persons in the securities of the Issuer since the Schedule 13D/A filed by the Reporting Persons on August 18, 2011 are set forth in Exhibit B.
 
*This outstanding Shares figure reflects the number of outstanding Shares at June 30, 2011, as reported in the Issuer's Form 10-Q, filed on August 3, 2011.
 
       


Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
     
 
Not Applicable
 
 
 
 

Item 7.
Material to be Filed as Exhibits.
 

 
Exhibit A:  Joint Filing Agreement
Exhibit B:  Schedule of Transactions in Shares
 
 
 


 
 

 



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.


 
 
September 30, 2011
 
 
 
(Date)
 

   
Fine Capital Partners, L.P.
By: Fine Capital Advisors, LLC, its general partner
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
   
 
Fine Capital Advisors, LLC
 
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine



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


 
 

 



Exhibit A


AGREEMENT


The undersigned agree that this Schedule 13D, Amendment 1, dated September 30, 2011, relating to the Common Stock, $1.00 par value of MF Global Holdings Ltd. shall be filed on behalf of the undersigned.


 
 
September 30, 2011
 
 
 
(Date)
 

   
Fine Capital Partners, L.P.
By: Fine Capital Advisors, LLC, its general partner
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
   
 
Fine Capital Advisors, LLC
 
   
By:
/s/ Debra Fine
 
     
     Debra Fine, Manager
         
     
   
By:
/s/ Debra Fine
 
     
     Debra Fine



 
 

 



Exhibit B


Schedule of Transactions in Shares


 
Date of Transaction
Title of Class
Number of
Shares Purchased
Number of
Shares Sold
Price
Per Share
         
8/19/2011
Common Stock, $1.00 par value
132,000
 
5.2005
8/30/2011
Common Stock, $1.00 par value
133,000
 
5.3394
8/30/2011
Common Stock, $1.00 par value
67,000
 
5.3866
9/1/2011
Common Stock, $1.00 par value
439,200
 
5.4916
9/1/2011
Common Stock, $1.00 par value
138,600
 
5.3393
9/1/2011
Common Stock, $1.00 par value
70,000
 
5.2875
9/2/2011
Common Stock, $1.00 par value
284,000
 
5.0799
9/6/2011
Common Stock, $1.00 par value
25,000
 
4.8477
9/7/2011
Common Stock, $1.00 par value
1,000
 
5.0582
9/9/2011
Common Stock, $1.00 par value
160,000
 
5.0342
9/9/2011
Common Stock, $1.00 par value
100,000
 
4.9668
9/28/2011
Common Stock, $1.00 par value
345,000
 
4.1573
9/29/2011
Common Stock, $1.00 par value
83,000
 
4.1972
9/29/2011
Common Stock, $1.00 par value
28,000
 
4.1751
9/30/2011
Common Stock, $1.00 par value
100,000
 
4.1992




 


SK 27147 0001 1231188