0000902664-12-000444.txt : 20120214 0000902664-12-000444.hdr.sgml : 20120214 20120214162018 ACCESSION NUMBER: 0000902664-12-000444 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JWC Acquisition Corp. CENTRAL INDEX KEY: 0001498157 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 273092187 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85766 FILM NUMBER: 12610172 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 SC 13G/A 1 p12-0386sc13ga.htm JWC ACQUISITION CORP. p12-0386sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
JWC Acquisition Corp.
(Name of Issuer)
 
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
 
46634Y102
(CUSIP Number)
 
December 31, 2011
(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:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 7 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.  46634Y102
 
13G/A
Page 2 of 7  Pages




1
NAME OF REPORTING PERSON
Polar Securities Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
1,270,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
1,270,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,270,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
12
TYPE OF REPORTING PERSON
IA


     

 
 
 
CUSIP No.  46634Y102
 
13G/A
Page 3 of 7  Pages




1
NAME OF REPORTING PERSON
North Pole Capital Master Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
1,270,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
1,270,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,270,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
12
TYPE OF REPORTING PERSON
CO

 
 
 
 
CUSIP No.  46634Y102
 
13G/A
Page 4 of 7  Pages


This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on April 11, 2011 (as amended, the "Schedule 13G") with respect to shares of Common Stock; par value $0.0001 per share (the "Shares") of the Company. Capitalized terms not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G.

Item 1 (a).
NAME OF ISSUER
   
 
The name of the issuer is JWC Acquisition Corp. (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
 
The Company's principal executive offices are located at 111 Huntington Avenue, Suite 2900, Boston, MA 02199

Item 2 (a).
NAME OF PERSON FILING

 
This statement is filed by:
   
 
(i)
North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G/A directly held by it; and
   
 
(ii)
Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws on Ontario, Canada, with respect to the Shares reported in this Schedule 13G/A directly held by North Pole.
     
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   

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 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario  M5H 2Y4, Canada.

Item 2(c).
CITIZENSHIP
   
 
The citizenship of each of the Reporting Persons is set forth above.

Item 2(d).
TITLE OF CLASS OF SECURITIES
   
 
Common Stock, $0.0001 Par Value (the "Shares")

Item 2(e).
CUSIP NUMBER
   
 
46634Y102
 
 
 
 
CUSIP No.  46634Y102
 
13G/A
Page 5  of 7  Pages


 
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)
¨
Broker or dealer registered under Section 15 of the Act;
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
OWNERSHIP

   
The percentages used herein are calculated based upon 14,534,884 Shares reported to be outstanding as of November 11, 2011, as reported in the Form 10-Q filed by the Company on November 14, 2011.
     
 
A.
Polar Securities
     
(a)
Amount beneficially owned:  1,270,000
     
(b)
Percent of class: 8.7%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,270,000 Shares
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  1,270,000 Shares

 
B.
North Pole
     
(a)
Amount beneficially owned:  1,270,000
     
(b)
Percent of class:  8.7%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,270,000 Shares
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  1,270,000 Shares


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.
 
 
 
 
 
CUSIP No.  46634Y102
 
13G/A
Page 6  of 7  Pages


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
   
 
Not applicable.

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 his or 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.  46634Y102
 
13G/A
Page 7  of 7  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:  February 14, 2012
Polar Securities Inc.
 
/s/ Paul Sabourin
   
 
Paul Sabourin
 
Chief Investment Officer
   
 
North Pole Capital Master Fund
 
By:  Polar Securities Inc.
 
/s/ Paul Sabourin
   
 
Paul Sabourin
 
Chief Investment Officer