-----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, LoafCb2SqQxigcwBRzWpCDu2PETkEiFQEdtoUuNB4OGH7Q+IN27fl0r1p2Yp6dRQ NlIcjHeCF7x8ZWwNQBgX0w== 0001144204-10-002041.txt : 20100114 0001144204-10-002041.hdr.sgml : 20100114 20100114163028 ACCESSION NUMBER: 0001144204-10-002041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100114 DATE AS OF CHANGE: 20100114 GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMAND SECURITY CORP CENTRAL INDEX KEY: 0000864509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 141626307 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53751 FILM NUMBER: 10527891 BUSINESS ADDRESS: STREET 1: ROUTE 55 LEXINGTON PARK STREET 2: P O BOX 340 CITY: LAGRANGEVILLE STATE: NY ZIP: 12540 BUSINESS PHONE: 9144543703 MAIL ADDRESS: STREET 1: RTE 55 LEXINGTON PARK STREET 2: P O BOX 340 CITY: LAGRANGEVILLE STATE: NY ZIP: 12540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 v171376_sc13da.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

COMMAND SECURITY CORPORATION
---------------------------------------------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.0001 par value
---------------------------------------------------------------------------------------------------------------------
(Title of Class of Securities)

200 50L 100
---------------------------------------------------------------------------------------------------------------------
(CUSIP Number)

Robert S. Ellin
c/o Trinad Management, LLC
2121 Avenue of the Stars, Suite 2550
Los Angeles, California 90067
(310) 601-2500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 8, 2010
---------------------------------------------------------------------------------------------------------------------
(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 Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 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).
 

 

 
CUSIP No. 200 50L 100
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
1,194,040
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
1,194,040
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,040
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[__]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
14
TYPE OF REPORTING PERSON
CO
 
 
 

 
CUSIP No. 200 50L 100
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
1,194,040
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
1,194,040
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,040
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
14
TYPE OF REPORTING PERSON
IA
 
 

 
CUSIP No. 200 50L 100
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)  x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
1,009,322
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
1,009,322
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,322
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14
TYPE OF REPORTING PERSON
PN
(1) Trinad Capital LP’s prorata holdings of the 1,194,040 shares held by Trinad Capital Master Fund LP.
 
 

 
CUSIP No. 200 50L 100
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Advisors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)  x (joint filers)
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
1,009,322
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
1,009,322
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,322
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14
TYPE OF REPORTING PERSON
OO
 
 

 
CUSIP No. 200 50L 100
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert S. Ellin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)  x (joint filers)
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
65,000(1)
8
SHARED VOTING POWER
1,194,040 (2)
9
SOLE DISPOSITIVE POWER
65,000(1)
10
SHARED DISPOSITIVE POWER
1,194,040 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,040(1)(2)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14
TYPE OF REPORTING PERSON
IN
(1) Includes 10,000 common shares that may be issued upon the exercise of options at an exercise price of $2.05 per share held by Mr. Ellin, 10,000 common shares that may be issued upon the exercise of options at an exercise price of $2.67 per share held by Mr. Ellin, 10,000 shares that may be issued upon the exercise of options at an exercise price of $3.19 per share held by Mr. Ellin, 10,000 shares that may be issued upon the exercise of options at an exercise price of $3.36 per share held by Mr. Ellin, and 25,000 shares that may be issued upon the exercise of options at an exercise price of $3.08 per share held by Mr. Ellin. 
 
(2) Includes 1,194,040 shares of common stock held by Trinad Capital Master Fund, Ltd. Robert S. Ellin disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.
 

 
Introductory Statement
 
The purpose of this statement, dated January 13, 2010, which constitutes Amendment No. 5 to the Schedule 13D, dated September 15, 2004, as amended, is to (i) reflect an in kind distribution of the common stock of Command Security Corporation a New York corporation (the "Issuer") held by Trinad Capital Master Fund, Ltd. to certain of its investors; and (ii) that Jay Wolf is no longer involved in the management of the portfolio investments of Trinad Capital Master Fund, Ltd., including the Issuer’s securities.
 
Item 1. Security and Issuer.
 
The class of equity securities to which this statement relates is the common stock, $0.0001 par value per share, (the "Common Stock") of the Issuer. The principal executive offices of the Issuer are located at Lexington Park, La Grangeville, New York 12540.
 
Item 2. Identity and Background.
 
(a), (c) and (f)
 
 
This Schedule is being filed by:
 
(i)
Trinad Capital Master Fund, Ltd., a Cayman Islands corporation, which is a hedge fund dedicated to investing in micro-cap companies, with respect to shares directly and beneficially owned by Trinad Capital Master Fund, Ltd.
 
(ii)
Trinad Capital LP, a Delaware limited partnership, which is principally engaged in investing in Trinad Capital Master Fund, Ltd., with respect to shares indirectly and beneficially owned by Trinad Capital LP through its investment in Trinad Capital Master Fund, Ltd.
 
(iii)
Trinad Management, LLC, a Delaware limited liability company, which is principally engaged in the business of managing the investments of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP, with respect to the shares directly and beneficially owned by Trinad Capital Master Fund, Ltd. and indirectly owned by Trinad Capital LP.
 
(iv)
Trinad Advisors II, LLC, a Delaware limited liability company (successor to Trinad Advisors GP, LLC) and the general partner of Trinad Capital LP, which principally serves as the general partner of Trinad Capital LP, with respect to the shares indirectly and beneficially owned by Trinad Capital LP.
 
(v)
Robert S. Ellin, an individual and a director of the Issuer, whose principal occupation is to serve as portfolio manager for Trinad Management, LLC. Mr. Ellin is the managing member of Trinad Advisors II, LLC.  Trinad Advisors II, LLC is the general partner of Trinad Capital LP that is a principal stockholder of Trinad Capital Master Fund, Ltd. Mr. Ellin is the managing member of Trinad Management, LLC which is the manager of Trinad Capital Master Fund, Ltd.  Mr. Ellin is a United States citizen.
 
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
 
Although this Schedule is being made jointly by the Reporting Persons, each of them expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the ("Exchange Act"), or otherwise.
 

 
(b)
 
The address of the principal business office of Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, and Robert S. Ellin is 2121 Avenue of the Stars, Suite 2550, Los Angeles, California 90067.
 
(d)-(e)
 
During the last five years, none of the Reporting Persons have nor, to the best of their knowledge, have any of the directors, executive officers, control persons, general partners or members of such Reporting Persons (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction 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.
 
Since the date of the filing of Amendment No. 4 to Statement on Schedule 13D, the Master Fund used $355,093 (including commissions) of its working capital to purchase an aggregate of 112,305 shares of Common Stock.
 
Item 4.  Purpose of Transaction.
 
The Reporting Persons intend to continuously assess the Issuer's business, financial conditions, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities. Depending on such assessments, the Reporting Persons may, from time to time, acquire additional Shares or may determine to sell or otherwise dispose of all or some of its holdings of Shares.
 
The Reporting Persons may also engage in and may plan for their engagement any of the items discussed in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D.
 
Item 5. Interest in Securities of the Issuer.
 
(a) Unless otherwise indicated, as of the date hereof,
 
Trinad Capital Master Fund, Ltd. is the beneficial owner of 1,194,040 shares of the Common Stock, representing approximately 10.9% of the Common Stock.
 
Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP) is deemed the beneficial owner of 1,194,040 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 10.9% of the Common Stock of the Issuer.
 
Robert S. Ellin, the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors II LLC is deemed the beneficial owner of 1,259,040 representing approximately 11.5% of the Common Stock of the Issuer which includes 1,194,040 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. and 65,000 options to purchase Common Stock held by Mr. Ellin individually.  Robert S. Ellin disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.
 
 

 
 
Each of Trinad Management, LLC and Trinad Advisors II, LLC disclaim beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd.
 
The percentages herein were calculated based on the 10,872,098 shares of the Issuer's common stock, $0.0001 par value, reported by the Issuer to be issued and outstanding as of November 6, 2009 in the Issuer’s latest 10-Q filed with the Securities and Exchange Commission on November 12, 2009.
 
(b)
 
Trinad Management, LLC and Robert S. Ellin have shared power to direct the vote and shared power to direct the disposition of the 1,194,040 shares of Common Stock.
 
(c)
 
On or about January 8, 2010, Trinad Capital Master Fund, Ltd. commenced making an in kind distribution of 1,557,343 shares to certain of its investors.
 
(d)
 
Not applicable.
 
(e)
 
Jay Wolf has ceased to report with Trinad Capital Master Fund, Ltd.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with the Issuer.
 
None.
 
Item 7. Material to be Filed as Exhibits.
 
The following exhibit is filed as part of this 13D:
 
1.           Joint Filing Agreement, dated as of January 13, 2010.
 
 

 
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.

TRINAD CAPITAL MASTER FUND, LTD.
a Cayman Islands exempted company
 
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Director
Date: January 13, 2010
 
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: January 13, 2010
 
TRINAD CAPITAL LP
a Delaware limited partnership
By:  TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: January 13, 2010
 
 
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: January 13, 2010
 
By:           /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: January 13, 2010
 
 

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

 
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

TRINAD CAPITAL MASTER FUND, LTD.
a Cayman Islands exempted company
 
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Director
Date: January 13, 2010
 
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: January 13, 2010
 
TRINAD CAPITAL LP
a Delaware limited partnership
By:  TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: January 13, 2010
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
 
 
By:          /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: January 13, 2010
 
By:           /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: January 13, 2010
 
 

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