0000902664-11-001124.txt : 20110701 0000902664-11-001124.hdr.sgml : 20110701 20110701164821 ACCESSION NUMBER: 0000902664-11-001124 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: 11946898 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: GLG Partners LP CENTRAL INDEX KEY: 0001289643 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 CURZON STREET CITY: LONDON STATE: X0 ZIP: W1J 5HB BUSINESS PHONE: 44 20 7016 7000 MAIL ADDRESS: STREET 1: 1 CURZON STREET CITY: LONDON STATE: X0 ZIP: W1J 5HB SC 13G 1 p11-1331sc13g.htm TRIO MERGER CORP. p11-1331sc13g.htm

 UNITED STATES
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 $0.0001 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 9 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.  896697208
 
13G
Page 2 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Market Neutral 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
500,000 Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
500,000 Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.80%
12
TYPE OF REPORTING PERSON**
OO

 

 
 

 
CUSIP No.  896697208
 
13G
Page 3 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
500,000 Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
500,000 Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.80%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

 

 
 

 
CUSIP No.  896697208
 
13G
Page 4 of 9 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GLG Partners Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
500,000 Shares
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
500,000 Shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.80%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, HC

 

 
 

 
CUSIP No. 896697208
 
13G
Page 5 of 9 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Trio Merger Corp., a Delaware corporation (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 the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the Shares (as defined in Item 2(d) below) of the Company:
   
 
Fund
   
 
(i)
GLG Market Neutral Fund (the "Market Neutral Fund"), with respect to the Shares held by it.
   
 
Investment Manager
   
 
(ii)
GLG Partners LP (the "Investment Manager"), with respect to the Shares held by the Market Neutral Fund..
   
 
General Partner
   
 
(iii)
GLG Partners Limited (the "General Partner"), which serves as the general partner of the Investment Manager, with respect to the Shares held by the Market Neutral Fund.
   

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 c/o GLG Partners LP . 1 Curzon Street London W1J 5HB United Kingdom.

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 $0.0001 per share (the “Shares”).


 
 

 
CUSIP No. 896697208
 
13G
Page 6 of 9 Pages



Item 2(e).
CUSIP NUMBER:
   
 
896697208

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 (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. 78o);
 
(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)(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.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
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 percentage set forth in Row 11 of the cover page for each Reporting Person is calculated based upon  8,625,000 Shares to be issued and outstanding after the completion of the offering described in the Company's Prospectus filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(4) on June 22, 2011, taking into account the full exercise of the over-allotment option by EarlyBirdCapital, Inc. on June 24, 2011, as reported on the Company's periodic report on Form 8-K, filed with the SEC on June 30, 2011.
 
The Investment Manager, which serves as the investment manager to the Market Neutral Fund, may be deemed to be the beneficial owner of all Shares owned by the Market Neutral Fund. The General Partner, as general partner to the Investment Manager, may be deemed to be the beneficial owner of all Shares owned by the Market Neutral Fund. Each of the Investment Manager, and the General Partner hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
 
 
 

 
CUSIP No. 896697208
 
13G
Page 7 of 9 Pages


 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
       If this statement is being filed to report the fact that 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: [ ]

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 I.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

       By signing below each of the undersigned 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.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of July 1, 2011, by and among GLG Market Neutral Fund, GLG Partners LP and GLG Partners Limited.

 
 

 
CUSIP No. 896697208
 
13G
Page 8 of 9 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our 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:  July 1, 2011

GLG MARKET NEUTRAL FUND
 
By: GLG Partners LP, its Investment Manager
 
   
GLG PARTNERS LP
 
   
By: /s/ Victoria Parry                                             
 
Name: Victoria Parry
 
       Title:  Head of Product Legal   
   
GLG PARTNERS LIMITED,
 
Individually and in its capacity as General Partner of GLG Partners LP
 
   
By: /s/ Emmanuel Roman                                                        
 
Name: Emmanuel Roman
 
Title: Co CEO/COO
 


 
 

 
CUSIP No. 896697208
 
13G
Page 9 of 9 Pages



EXHIBIT 1
 
JOINT ACQUISITION AGREEMENT
 
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share, of Trio Merger Corp. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
Dated as of July 1, 2011

GLG MARKET NEUTRAL FUND
 
By: GLG Partners LP, its Investment Manager
 
   
GLG PARTNERS LP
 
   
By:  /s/ Victoria Parry          
 
Name: Victoria Parry
 
Title: Head of Product Legal
 
   
GLG PARTNERS LIMITED,
 
Individually and in its capacity as General Partner of GLG Partners LP
 
   
By:  /s/ Emmanuel Roman                                                      
 
Name: Emmanuel Roman
 
Title: Co CEO/COO