-----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, GrCp27CHUM7gnmHhuFQ5THrZi1d4ezsRUmPLUpFw+gW3+UwvZPgJIDesu2xsnBbs MpOD7t+Y46Nu4KfJvWdTtQ== 0000902664-08-002216.txt : 20080616 0000902664-08-002216.hdr.sgml : 20080616 20080616160335 ACCESSION NUMBER: 0000902664-08-002216 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rhapsody Acquisition Corp. CENTRAL INDEX KEY: 0001361538 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 204743916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82086 FILM NUMBER: 08900616 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMONDBACK CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001342637 IRS NUMBER: 202576915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-399-1600 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 p08-1094sc13g.htm RHAPSODY ACQUISITION CORP.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

Rhapsody Acquisition Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

762014108

(CUSIP Number)

 

June 13, 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:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(Page 1 of 9 Pages)

 

______________________________

* 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 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).

 

 

 

 

CUSIP No.  762014108

13G

Page 2 of 9 Pages

 

 

 

1

NAMES OF REPORTING PERSONS

Diamondback Master Fund, Ltd.

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

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

395,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

395,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.27%

12

TYPE OF REPORTING PERSON (see instructions)

CO

 

 

 

 

 

 



CUSIP No. 762014108

 

13G

Page 3 of 9 Pages

 

 

1

NAMES OF REPORTING PERSONS

Diamondback Capital Management, LLC

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

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

395,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

395,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.27%

12

TYPE OF REPORTING PERSON (see instructions)

OO

 

 

 

 

 

 



CUSIP No. 762014108

 

13G

Page 4 of 9 Pages

 

 

1

NAMES OF REPORTING PERSONS

DBCM Partners, LLC

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

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

395,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

395,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.27%

12

TYPE OF REPORTING PERSON (see instructions)

OO

 

 

 

 

 

 



CUSIP No. 762014108

 

13G

Page 5 of 9 Pages

 

 

Item 1.

 

(a)

NAME OF ISSUER

 

Rhapsody Acquisition Corp. (the “Company”)

 

(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

 

 

 

825 Third Avenue, 40th Floor
New York, NY 10022

 

Item 2(a).

NAME OF PERSON FILING

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

Item 2(c).

CITIZENSHIP

 

Diamondback Master Fund, Ltd.

c/o Morgan Stanley Fund Services (Bermuda) Ltd.

Clarendon House, 2 Church Street

Hamilton HM DX, Bermuda

Citizenship: Cayman Islands, British West Indies

 

 

Diamondback Capital Management, LLC  

One Landmark Square, 15th Floor

Stamford, CT 06901

Citizenship: State of Delaware

 

 

DBCM Partners, LLC  

One Landmark Square, 15th Floor

Stamford, CT 06901

Citizenship: State of Delaware

 

Item 2(d).

TITLE OF CLASS OF SECURITIES

 

 

 

Common Stock, $0.0001 par value (“Common Stock”)

 

Item 2(e).

CUSIP NUMBER

 

 

 

762014108

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or 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 Rule 13d-1(b)(1)(ii)(E)3.

(f)

o

An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F).

 

 

 

 

 

CUSIP No. 762014108

 

13G

Page 6 of 9 Pages

 

 

(g)

o

A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).

(h)

o

A savings association 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

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

 

Item 4.

OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

As of the date of this filing, (i) Diamondback Master Fund, Ltd. beneficially owns 395,000 shares of Common Stock and (ii) each of Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed the beneficial owner of the 395,000 shares of Common Stock beneficially owned by Diamondback Master Fund, Ltd.

 

Diamondback Capital Management, LLC is the investment manager of Diamondback Master Fund, Ltd. DBCM Partners, LLC is the managing member of Diamondback Capital Management, LLC. Each of Chad Loweth, Richard Sapanski and Richard H. Schimel (the "Diamondback Principals") serve as managing members of DBCM Partners, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person or the Diamondback Principals as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, each of Diamondback Capital Management, LLC, DBCM Partners, LLC and the Diamondback Principals disclaims beneficial ownership of the shares of Common Stock owned by Diamondback Master Fund, Ltd.

 

(b)

Percent of class:

 

The Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008 filed on June 2, 2008, indicates that the total number of outstanding shares of Common Stock as of May 27, 2008 was 6,300,000. Based on the Company's outstanding shares of Common Stock as of May 27, 2008, each of Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed to beneficially own 6.27% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

 

0

 

 

(ii)

Shared power to vote or to direct the vote

 

See Item 4(a)

 

 

 

 

CUSIP No. 762014108

 

13G

Page 7 of 9 Pages

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

0

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

See Item 4(a)

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

 

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

 

 

Not applicable.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

 

 

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

 

 

See Exhibit I.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

 

 

Not applicable.

 

Item 10.

CERTIFICATION

 

By signing below each of the undersigned entities certify that, to the best of its 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.

 

Exhibits:

 

Exhibit I: Joint Filing Agreement, dated as of June 16, 2008, by and among Diamondback Master Fund, Ltd., Diamondback Capital Management, LLC and DBCM Partners, LLC

 

 

 

 

 

 

CUSIP No. 762014108

 

13G

Page 8 of 9 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: June 16, 2008

 

DIAMONDBACK MASTER FUND, LTD.

 

DIAMONDBACK CAPITAL MANAGEMENT, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Chad Loweth

 

By:

/s/ Mark Hadlock

 

Name:

Chad Loweth

 

Name:

Mark Hadlock

 

Title:

Chief Operating Officer

 

Title:

Chief Compliance Officer

 

 

 

 

DBCM PARTNERS, LLC

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Chad Loweth

 

 

 

Name:

Chad Loweth

 

 

 

Title:

Chief Operating Officer

 

 

 

 

 

 

 

 

 

 

CUSIP No. 762014207

 

13G

Page 9 of 9 Pages

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, $0.0001 par value, of Rhapsody Acquisition Corp., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of June 16, 2008

 

DIAMONDBACK MASTER FUND, LTD.

 

DIAMONDBACK CAPITAL MANAGEMENT, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Chad Loweth

 

By:

/s/ Mark Hadlock

 

Name:

Chad Loweth

 

Name:

Mark Hadlock

 

Title:

Chief Operating Officer

 

Title:

Chief Compliance Officer

 

 

 

 

DBCM PARTNERS, LLC

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Chad Loweth

 

 

 

Name:

Chad Loweth

 

 

 

Title:

Chief Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

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