0000902664-14-001067.txt : 20140214 0000902664-14-001067.hdr.sgml : 20140214 20140214104605 ACCESSION NUMBER: 0000902664-14-001067 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pingtan Marine Enterprise Ltd. CENTRAL INDEX KEY: 0001517130 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86264 FILM NUMBER: 14612218 BUSINESS ADDRESS: STREET 1: CN11 LEGEND TOWN, NO.1 BALIZHUANGDONGLI STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100025 BUSINESS PHONE: 86-10-6569-3988 MAIL ADDRESS: STREET 1: CN11 LEGEND TOWN, NO.1 BALIZHUANGDONGLI STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100025 FORMER COMPANY: FORMER CONFORMED NAME: China Growth Equity Investment Ltd DATE OF NAME CHANGE: 20110331 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G/A 1 p14-0504sc13ga.htm PINGTAN MARINE ENTERPRISE LTD

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 
 

Pingtan Marine Enterprise Ltd (f/k/a China Growth Equity Investment Ltd.)

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

G7114V102

(CUSIP Number)
 

December 31, 2013

(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 6 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. G7114V10213G/APage 2 of 6 Pages

 

     
1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

500,000 shares of Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

500,000 shares of Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000 shares of Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%

12

TYPE OF REPORTING PERSON

OO

             
 
CUSIP No. G7114V10213G/APage 3 of 6 Pages

 

     
1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

500,000 shares of Common Stock issuable upon exercise of warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

500,000 shares of Common Stock issuable upon exercise of warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000 shares of Common Stock issuable upon exercise of warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%

12

TYPE OF REPORTING PERSON

OO

             
 
CUSIP No. G7114V10213G/APage 4 of 6 Pages

This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on June 6, 2011 (as amended, the “Schedule 13G”), with respect to the ordinary shares of China Growth Equity Investments Ltd. As a result of the business combination described in the Current Report on Form 8-K filed by Pingtan Marine Enterprise Ltd., a Cayman Islands company, (the "Company") on March 1, 2013, this Amendment No. 1 is being made with respect to the common stock, par value $0.01 per share, of the Company. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 1, 2, 4(a), 4(b) and 5 in their entirety as set forth below.

 

 

Item 1(a). NAME OF ISSUER:
  The name of the issuer is Pingtan Marine Enterprise Ltd., a Cayman Islands company (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company’s principal executive offices are located at CN11 Legend Town No. 1, Balizhuangdongli, Chaoyang District, Beijing, PRC 10002.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:

 

  This statement is filed by:
   
  (i)

Highbridge International LLC

c/o Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: Cayman Islands, British West Indies

     
  (ii)

Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: State of Delaware

   
   
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
  Common Stock, par value $0.01 par value (the “Common Stock”).

 

Item 2(e). CUSIP NUMBER:
  G7114V102
   
Item 4. OWNERSHIP.  

 

(a) Amount beneficially owned:

 

 
CUSIP No. G7114V10213G/APage 5 of 6 Pages

As of December 31, 2013, (i) Highbridge International LLC may be deemed to beneficially own 500,000 shares of Common Stock issuable upon exercise of warrants and (ii) Highbridge Capital Management, LLC, as trading manager of Highbridge International LLC, may be deemed to be the beneficial owner of the 500,000 shares of Common Stock issuable upon exercise of the warrants held by Highbridge International LLC.

 

(b) Percent of class:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 79,055,053 shares of Common Stock issued and outstanding as of November 14, 2013, as disclosed in the Company’s quarterly report on Form 10-Q filed on November 14, 2013. Therefore, as of December 31, 2013, based on the Company’s outstanding shares of Common Stock, (i) Highbridge International LLC may be deemed to beneficially own approximately 0.6% of the outstanding shares of Common Stock of the Company and (ii) Highbridge Capital Management, LLC may be deemed to beneficially own approximately 0.6% of the outstanding shares Common Stock of the Company.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by Highbridge International LLC.

 

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: [X]

 

 
CUSIP No. G7114V10213G/APage 6 of 6 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, 2014

 

HIGHBRIDGE INTERNATIONAL LLC

 

By: Highbridge Capital Management, LLC

its Trading Manager

 

 

By: /s/ John Oliva                 

Name: John Oliva

Title: Managing Director

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

 

 

By: /s/ John Oliva                 

Name: John Oliva

Title: Managing Director