0001393825-16-000068.txt : 20160211
0001393825-16-000068.hdr.sgml : 20160211
20160211124925
ACCESSION NUMBER: 0001393825-16-000068
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160211
DATE AS OF CHANGE: 20160211
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Great Basin Scientific, Inc.
CENTRAL INDEX KEY: 0001512138
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 830361454
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88990
FILM NUMBER: 161410040
BUSINESS ADDRESS:
STREET 1: 2441 SOUTH 3850 WEST
STREET 2: SUITE #A-200
CITY: WEST VALLEY CITY
STATE: UT
ZIP: 84119
BUSINESS PHONE: (801) 990-1055
MAIL ADDRESS:
STREET 1: 2441 SOUTH 3850 WEST
STREET 2: SUITE #A-200
CITY: WEST VALLEY CITY
STATE: UT
ZIP: 84119
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G/A
1
gbsn_sc13ga.txt
GREAT BASIN SCIENTIFIC INC SC13GA
1
gbsn_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Great Basin Scientific, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
39013L403
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Page 1 of 7 Pages
CUSIP No. 39013L403 13G/A Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,121,742 shares of Common Stock issuable upon
conversion of convertible notes (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,121,742 shares of Common Stock issuable upon
conversion of convertible notes (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,121,742 shares of Common Stock issuable upon conversion of
convertible notes (see Item 4)*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
PN
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* As more fully described in Item 4, these shares of Common Stock are
issuable upon conversion of convertible notes that are subject to a 9.99%
blocker and the percentage set forth on row (11) and the number of shares of
Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
CUSIP No. 39013L403 13G/A Page 3 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,121,742 shares of Common Stock issuable upon
conversion of convertible notes (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,121,742 shares of Common Stock issuable upon
conversion of convertible notes (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,121,742 shares of Common Stock issuable upon conversion of
convertible notes (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these shares of Common Stock are
issuable upon conversion of convertible notes that are subject to a 9.99%
blocker and the percentage set forth on row (11) and the number of shares of
Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
CUSIP No. 39013L403 13G/A Page 4 of 7 Pages
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This Amendment No. 1 is being filed by the Reporting Persons to correct an
error in the percentage set forth on row (11) and the number of shares of
Common Stock set forth and on rows (6), (8) and (9) of the cover pages of
the Reporting Persons and the information included in Item 4 of the original
Schedule 13G filed by the Reporting Persons on February 8, 2016.
Item 1.
(a) Name of Issuer
Great Basin Scientific, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
2441 South 3850 West
Salt Lake City, UT 84120
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P.
(the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"),
who are collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference
for each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
39013L403
CUSIP No. 39013L403 13G/A Page 5 of 7 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 31, 2015, discloses that the total number of
outstanding shares of Common Stock as of December 30, 2015 was 10,106,906.
The percentage set forth on Row (11) of the cover page for each Reporting
Person is based on the Company's total number of outstanding shares of
Common Stock and assumes the conversion of the convertible notes (the
"Securities"), subject to the 9.99% Blocker (as defined below).
Pursuant to the terms of the Securities, the Reporting Persons cannot
convert the Securities if the Reporting Persons would beneficially own, after
such conversion, more than 9.99% of the outstanding shares of Common Stock
(the "9.99% Blocker") and the percentage set forth on Row (11) and the number
of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page
for each Reporting Person give effect to the 9.99% Blocker. Consequently, at
this time, the Reporting Persons are not able to convert all of the Securities
due to the 9.99% Blocker.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the securities reported herein are held, may
be deemed to be the beneficial owner of all shares of Common Stock, subject
to the 9.99% Blocker, underlying the Securities held by Hudson Bay Master
Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital
GP LLC, which is the general partner of the Investment Manager. Mr. Gerber
disclaims beneficial ownership of these securities.
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
See Item 4.
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.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 39013L403 13G/A Page 6 of 7 Pages
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Item 10. 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 acquired
and are held in the ordinary course of business and 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. 39013L403 13G/A Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 11, 2016
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER