0000902664-11-001107.txt : 20110701 0000902664-11-001107.hdr.sgml : 20110701 20110701142715 ACCESSION NUMBER: 0000902664-11-001107 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110701 DATE AS OF CHANGE: 20110701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trio Merger Corp. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86303 FILM NUMBER: 11945871 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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 BUSINESS ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2W9 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2W9 SC 13G 1 p11-1327sc13g.htm TRIO MERGER CORP. p11-1327sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
 
 
Trio Merger Corp.
(Name of Issuer)
 
Common Stock, par value $.0001 per share
(Title of Class of Securities)
 
896697208
(CUSIP Number)
 
June 21, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
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 (the "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.  896697208
SCHEDULE 13G
Page 2 of 8 Pages


     
1
NAMES OF REPORTING PERSONS
Polar Securities Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
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
550,000
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
550,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12
TYPE OF REPORTING PERSON
IA


 
 
 
CUSIP No.  896697208
SCHEDULE 13G
Page 3 of 8 Pages



     
1
NAMES OF REPORTING PERSONS
North Pole Capital Master Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
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
550,000
7
SOLE DISPOSITIVE POWER
- 0 -
8
SHARED DISPOSITIVE POWER
550,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12
TYPE OF REPORTING PERSON
CO


 
 
 
CUSIP No.  896697208
SCHEDULE 13G
Page 4 of 8 Pages



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

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 777 Third Avenue, 37th Floor, New York, New York 10017.

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 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 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 372 Bay Street, 21st floor, Toronto, Ontario  M5H 2W9, 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, par value $.0001 per share (the "Shares").

 
 
 
CUSIP No.  896697208
SCHEDULE 13G
Page 5 of 8 Pages



Item 2(e).
CUSIP NUMBER:
   
 
896697208

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§ 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)
¨
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
 
(f)
¨
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
 
(g)
¨
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
 
(j)
¨
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 7,500,000 Shares reported to be outstanding as of June 22, 2011, as reported in the Form 424(b)(4) filed by the Company on June 22, 2011.
     
 
A.
Polar Securities
     
(a)
Amount beneficially owned:  550,000
     
(b)
Percent of class: 7.3%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  550,000 Shares
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  550,000 Shares
 
 
 
 
CUSIP No.  896697208
SCHEDULE 13G
Page 6 of 8 Pages



 
B.
North Pole
     
(a)
Amount beneficially owned:  550,000
     
(b)
Percent of class:  7.3%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  550,000 Shares
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  550,000 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.

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.
   
 
See Exhibit 1.

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.  896697208
SCHEDULE 13G
Page 7 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:  June 30, 2011
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
   


 
 
 
CUSIP No.  896697208
SCHEDULE 13G
Page 8 of 8 Pages


EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  June 30, 2011
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