-----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, N7Mdov2oWr7HZXZHB5U/eTe1TIkEd3NJe1jVVeNnw0xZSx+3xuvhh5wlTORALifE LQyJhJ3zKz/Tub7Dcz1dbA== 0000902664-09-003690.txt : 20091013 0000902664-09-003690.hdr.sgml : 20091012 20091013110439 ACCESSION NUMBER: 0000902664-09-003690 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091013 DATE AS OF CHANGE: 20091013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Highlands Acquisition Corp CENTRAL INDEX KEY: 0001398632 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208924044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83166 FILM NUMBER: 091115938 BUSINESS ADDRESS: STREET 1: ONE PARAGON DRIVE STREET 2: SUITE 125, CITY: MONTVALE,STAMFORD STATE: NJ ZIP: 07645 BUSINESS PHONE: (201) 573-8400 MAIL ADDRESS: STREET 1: ONE PARAGON DRIVE STREET 2: SUITE 125, CITY: MONTVALE,STAMFORD STATE: NJ ZIP: 07645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARROWGRASS CAPITAL PARTNERS (US) LP CENTRAL INDEX KEY: 0001454288 IRS NUMBER: 134365038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 44 203 100 1000 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 p09-1864sc13ga.htm ARROWGRASS CAPITAL PARTNERS (US) LP

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A*

(Rule 13d-2)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

 

(Amendment No. 1)

 

Highlands Acquisition Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

430880104

(CUSIP Number)

 

October 7, 2009

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(Page 1 of 8 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 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).

CUSIP No. 430880104

 

13G/A

Page 2 of 8 Pages

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Arrowgrass Capital Partners (US) LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

CUSIP No. 430880104

 

13G/A

Page 3 of 8 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Arrowgrass Capital Services (US) Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12

TYPE OF REPORTING PERSON**

CO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

CUSIP No. 430880104

 

13G/A

Page 4 of 8 Pages

 

 

 

Item 1(a).

NAME OF ISSUER.

 

 

 

The name of the issuer is Highlands Acquisition Corp. (the "Company").

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

The Company's principal executive offices are located at One Paragon Drive, Suite 125, Montvale, New Jersey 07645.

 

Item 2(a).

NAME OF PERSON FILING:

 

This statement is filed by:

 

(i)

Arrowgrass Capital Partners (US) LP, a Delaware limited partnership ("ACP"), with respect to the shares of Common Stock directly owned by it; and

 

(ii)

Arrowgrass Capital Services (US) Inc., a Delaware corporation ("ACS"), with respect to the shares of Common Stock directly owned by ACP.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

The address of the business office of each of the Reporting Persons is 245 Park Avenue, New York, New York 10167.

 

Item 2(c).

CITIZENSHIP:

 

ACP is a limited partnership organized under the laws of the State of Delaware. ACS is a corporation organized under the laws of the State of Delaware.

 

 

 

 

 

CUSIP No. 430880104

 

13G/A

Page 5 of 8 Pages

 

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Common Stock, par value $0.0001 (the "Common Stock").

 

Item 2(e).

CUSIP NUMBER:

 

 

 

430880104

 

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,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(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

 

 

 

 

 

CUSIP No. 430880104

 

13G/A

Page 6 of 8 Pages

 

 

Item 4.

OWNERSHIP.

 

A.

Arrowgrass Capital Partners (US) LP

 

 

(a)

Amount beneficially owned: -0-

 

 

(b)

Percent of class: 0.0%

 

 

 

Pursuant to a plan of liquidation, the Company has liquidated and as a result, the Reporting Persons no longer own an interest in the Company. On October 5, 2009, the Company filed a Form 15 with the SEC to give notice of termination of registration of the Common Stock.

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: -0-

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: -0-

 

B.

Arrowgrass Capital Services (US) Inc.

 

 

(a)

Amount beneficially owned: -0-

 

 

(b)

Percent of class: 0.0%

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

 

(ii)

Shared power to vote or direct the vote: -0-

 

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

 

(iv)

Shared power to dispose or direct the disposition: -0-

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

 

If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

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.

 

 

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

 

Not applicable.

 

 

CUSIP No. 430880104

 

13G/A

Page 7 of 8 Pages

 

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

 

Not applicable.

 

Item 10.

CERTIFICATION.

 

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies 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.

 

 

 

 

 

CUSIP No. 430880104

 

13G/A

Page 8 of 8 Pages

 

 

SIGNATURES

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

DATED: October 13, 2009

 

 

Arrowgrass Capital Partners (US) LP

 

 

 

By:    Arrowgrass Capital Services (US) Inc.,
its General Partner

 

 

 

/s/ Sean Flynn

 

Name: Sean Flynn

 

Title:   Director

 

 

 

 

 

Arrowgrass Capital Services (US) Inc.

 

 

 

/s/ Sean Flynn

 

Name: Sean Flynn

 

Title:   Director

 

 

 

 

 

 

 

 

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