-----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, UkxJfOzFqQ0CXD48aK5rIhxr3h5Psli5sj1wLUGm0RvP9fz5kd6YHobiSRueAhve VIvr4Wb1ORLWPGH92vx6+Q== 0001144204-08-051778.txt : 20080909 0001144204-08-051778.hdr.sgml : 20080909 20080908212108 ACCESSION NUMBER: 0001144204-08-051778 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080909 DATE AS OF CHANGE: 20080908 GROUP MEMBERS: KENNETH J. ABDALLA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAILWIND FINANCIAL INC. CENTRAL INDEX KEY: 0001368879 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82804 FILM NUMBER: 081061918 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4400 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-601-2422 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 4400 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Malibu Partner LLC CENTRAL INDEX KEY: 0001438438 IRS NUMBER: 342032320 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15332 ANTIOCH STREET STREET 2: #528 CITY: PACIFIC PALISADES STATE: CA ZIP: 90272 BUSINESS PHONE: 310-789-7200 MAIL ADDRESS: STREET 1: 15332 ANTIOCH STREET STREET 2: #528 CITY: PACIFIC PALISADES STATE: CA ZIP: 90272 SC 13D/A 1 v125890_sc13da.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
to
SCHEDULE 13D
(Rule 13d-101)

Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
 
TAILWIND FINANCIAL INC.
(Name of Issuer)
 
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
 
874023104 
(CUSIP Number)
 
Kenneth J. Abdalla
15332 Antioch Street #528
Pacific Palisades, CA 90272
 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
 
September 5, 2008
(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(e), 13d-1(f) or 13d-1(g), check the following box. ¨
 
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.
 
(Continued on following pages)
(Page 1 of 6 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 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).
 
 
SCHEDULE 13D

CUSIP No. 874023104

1
NAME OF REPORTING PERSON
 
MALIBU PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
2,268,066 SHARES OF COMMON STOCK
8
SHARED VOTING POWER
0 SHARES OF COMMON STOCK
9
SOLE DISPOSITIVE POWER
2,268,066 SHARES OF COMMON STOCK
10
SHARED DISPOSITIVE POWER
0 SHARES
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,268,066
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
14
TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
SCHEDULE 13D

CUSIP No. 874023104

1
NAME OF REPORTING PERSON
 
KENNETH J. ABDALLA
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)o
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
 
SHARES
 
BY
 
EACH
 
REPORTING
 
PERSON WITH
7
SOLE VOTING POWER
2,268,066 SHARES OF COMMON STOCK
8
SHARED VOTING POWER
0 SHARES OF COMMON STOCK
9
SOLE DISPOSITIVE POWER
2,268,066 SHARES OF COMMON STOCK
10
SHARED DISPOSITIVE POWER
0 SHARES
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,268,066
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
14
TYPE OF REPORTING PERSON*
IN
 
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
Item 1.
Security and Issuer
 
This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”) of Tailwind Financial Inc. (the “Issuer”). The address of the principal executive office of the Issuer is BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3. The 2,268,066 shares of Common Stock that is the subject of this Schedule 13D is owned directly by Malibu Partners LLC. Kenneth J. Abdalla is the managing member of Malibu Partners LLC and has voting and dispositive power with respect to such shares.
 
Item 2.
Identity and Background
 
(a)
This Statement is filed on behalf of:
 
(1)  
Malibu Partners LLC; and
 
(2)  
Kenneth J. Abdalla;
 
(b)
The address of the above persons is:
15332 Antioch Street #528
Pacific Palisades, CA 90272
 
(c)
The principal occupation and business of Mr. Abdalla and Malibu Partners LLC is investing in securities.
 
(d)
Mr. Abdalla and Malibu Partners LLC have not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors).
 
(e)
Mr. Abdalla and Malibu Partners LLC have not, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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.
 
(f)
Mr. Abdalla is an American citizen and Malibu Partners LLC is a limited liability company organized in the state of California .
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Mr. Abdalla and Malibu Partners LLC used their personal funds to purchase the securities.
 
Item 4.
Purpose of Transaction
 
Mr. Abdalla acquired the shares with the intent of influencing the management of the Issuer. Mr. Abdalla believes the current valuation of the Issuer’s proposed merger does not reflect a market clearing price. Furthermore, Mr. Abdalla has suggested to management that they must seek one of two outcomes from Grand Union Inc. (1) Either Grand Union must substantially reduce the current merger price to better reflect the industry valuations or (2) Grand Union revises the non-binding letter of intent to give Tailwind the ability to engage other potential merger candidates.
 
 
Although the reporting persons do not have a present intent to acquire additional securities, nothing in this report shall be deemed to mean that the reporting persons will not acquire additional securities of the Issuer in the future.
 
Item 5.
Interest in Securities of the Issuer
 
(a), (b) Mr. Abdalla and Malibu Partners LLC are the beneficial owners of 2,268,066 shares of common stock in Tailwind Financial Inc., representing approximately 15.8% of outstanding shares. Mr. Abdalla and Malibu Partners LLC have voting and dispositive power with respect to all 2,268,066 shares.

(c) During the past 60 days, Mr. Abdalla and Malibu Partners LLC effected transactions in the shares of common stock of Tailwind Financial, Inc. as set forth below. All such transactions were made on the American Stock Exchange.
  
Date
Quantity
Price
Transaction
 
 
 
 
September 5, 2008
833,766
$7.94
Purchase
 
(d) N/A
 
(e) N/A
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.
 
Item 7.
Material to be Filed as Exhibits
 
None.
 
 
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 as of this 8th day of September, 2008.
 
By:    /s/Kenneth J. Abdalla
     Name: Kenneth J. Abdalla, individually
 
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 as of this 8th day of September, 2008.
 
MALIBU PARTNERS LLC
 
By:    /s/Kenneth J. Abdalla
   
 Name: Kenneth J. Abdalla
 Title: Managing Member
 
 


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