0000902664-15-003036.txt : 20150710 0000902664-15-003036.hdr.sgml : 20150710 20150710162314 ACCESSION NUMBER: 0000902664-15-003036 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150710 DATE AS OF CHANGE: 20150710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DHX Media Ltd. CENTRAL INDEX KEY: 0001490186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE DISTRIBUTION [7829] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88921 FILM NUMBER: 15983925 BUSINESS ADDRESS: STREET 1: 1478 QUEEN STREET CITY: HALIFAX STATE: A5 ZIP: B3J 2H7 BUSINESS PHONE: 902-423-0260 MAIL ADDRESS: STREET 1: 1478 QUEEN STREET CITY: HALIFAX STATE: A5 ZIP: B3J 2H7 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LionEye Capital Management LLC CENTRAL INDEX KEY: 0001545065 IRS NUMBER: 263190524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-476-0671 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 p15-1557sc13g.htm LIONEYE CAPITAL MANAGEMENT LLC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*
 

DHX Media Ltd.

(Name of Issuer)
 

Variable Voting Shares, without par value

(Title of Class of Securities)
 

252406608

(CUSIP Number)
 

July 1, 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:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 12 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. 25240660813GPage 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

LionEye Master Fund Ltd

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

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,062,517

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,062,517

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,062,517

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.26%*

12

TYPE OF REPORTING PERSON

CO

         

 

* Percentage reflects the treatment of the Issuer's Common Voting Shares and Variable Voting Shares as a single class of securities as the Common Voting Shares and Variable Voting Shares have substantially similar rights and privileges. Because the Common Voting Shares and Variable Voting Shares are automatically converted into the other class depending on the status of the holder thereof, it is not possible for the Reporting Persons to know on any given day the number of Variable Voting Shares outstanding. Based on the number of Variable Voting Shares outstanding on June 30, 2015 as set forth in Item 5, the Reporting Person beneficially owns 10.01% of the outstanding Variable Voting Shares. See Item 5.

 
CUSIP No. 25240660813GPage 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

LionEye Onshore Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

407,174

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

407,174

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

407,174

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.33%*

12

TYPE OF REPORTING PERSON

PN

         

 

* Percentage reflects the treatment of the Issuer's Common Voting Shares and Variable Voting Shares as a single class of securities as the Common Voting Shares and Variable Voting Shares have substantially similar rights and privileges. Because the Common Voting Shares and Variable Voting Shares are automatically converted into the other class depending on the status of the holder thereof, it is not possible for the Reporting Persons to know on any given day the number of Variable Voting Shares outstanding. Based on the number of Variable Voting Shares outstanding on June 30, 2015 as set forth in Item 5, the Reporting Person beneficially owns 1.00% of the outstanding Variable Voting Shares. See Item 5.

 
CUSIP No. 25240660813GPage 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

LionEye Advisors LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

407,174

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

407,174

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

407,174

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.33%*

12

TYPE OF REPORTING PERSON

OO

         

 

* Percentage reflects the treatment of the Issuer's Common Voting Shares and Variable Voting Shares as a single class of securities as the Common Voting Shares and Variable Voting Shares have substantially similar rights and privileges. Because the Common Voting Shares and Variable Voting Shares are automatically converted into the other class depending on the status of the holder thereof, it is not possible for the Reporting Persons to know on any given day the number of Variable Voting Shares outstanding. Based on the number of Variable Voting Shares outstanding on June 30, 2015 as set forth in Item 5, the Reporting Person beneficially owns 1.00% of the outstanding Variable Voting Shares. See Item 5.

 
CUSIP No. 25240660813GPage 5 of 12 Pages

 

1

NAME OF REPORTING PERSON

LionEye 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

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

6,330,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

6,330,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,330,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.09%*

12

TYPE OF REPORTING PERSON

OO

         

 

* Percentage reflects the treatment of the Issuer's Common Voting Shares and Variable Voting Shares as a single class of securities as the Common Voting Shares and Variable Voting Shares have substantially similar rights and privileges. Because the Common Voting Shares and Variable Voting Shares are automatically converted into the other class depending on the status of the holder thereof, it is not possible for the Reporting Persons to know on any given day the number of Variable Voting Shares outstanding. Based on the number of Variable Voting Shares outstanding on June 30, 2015 as set forth in Item 5, the Reporting Person beneficially owns 15.60% of the outstanding Variable Voting Shares. See Item 5.

 
CUSIP No. 25240660813GPage 6 of 12 Pages

 

1

NAME OF REPORTING PERSON

Stephen Raneri

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

6,330,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

6,330,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,330,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.09%*

12

TYPE OF REPORTING PERSON

IN

         

 

* Percentage reflects the treatment of the Issuer's Common Voting Shares and Variable Voting Shares as a single class of securities as the Common Voting Shares and Variable Voting Shares have substantially similar rights and privileges. Because the Common Voting Shares and Variable Voting Shares are automatically converted into the other class depending on the status of the holder thereof, it is not possible for the Reporting Persons to know on any given day the number of Variable Voting Shares outstanding. Based on the number of Variable Voting Shares outstanding on June 30, 2015 as set forth in Item 5, the Reporting Person beneficially owns 15.60% of the outstanding Variable Voting Shares. See Item 5.

 
CUSIP No. 25240660813GPage 7 of 12 Pages

 

1

NAME OF REPORTING PERSON

Arthur Rosen

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

6,330,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

6,330,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,330,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.09%*

12

TYPE OF REPORTING PERSON

IN

         

 

* Percentage reflects the treatment of the Issuer's Common Voting Shares and Variable Voting Shares as a single class of securities as the Common Voting Shares and Variable Voting Shares have substantially similar rights and privileges. Because the Common Voting Shares and Variable Voting Shares are automatically converted into the other class depending on the status of the holder thereof, it is not possible for the Reporting Persons to know on any given day the number of Variable Voting Shares outstanding. Based on the number of Variable Voting Shares outstanding on June 30, 2015 as set forth in Item 5, the Reporting Person beneficially owns 15.60% of the outstanding Variable Voting Shares. See Item 5.

 
CUSIP No. 25240660813GPage 8 of 12 Pages

 

Item 1(a). NAME OF ISSUER
   
  DHX Media Ltd., a company organized under the laws of the Province of Nova Scotia, Canada (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The principal executive office of the Issuer is located at 1478 Queen Street, Halifax, Nova Scotia, B3J 2H7, Canada.

 

Item 2(a). NAME OF PERSON FILING
   
  This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
  (i) LionEye Master Fund Ltd, a Cayman Islands exempted company ("LionEye Master Fund"), with respect to the Shares (as defined below) directly held by it;
     
  (ii) LionEye Onshore Fund LP, a Delaware limited partnership ("LionEye Onshore"), with respect to the Shares directly held by it;
     
  (iii) LionEye Advisors LLC, a Delaware limited liability company ("LionEye Advisors"), as the general partner of LionEye Onshore, with respect to the Shares directly held by LionEye Onshore;
     
  (iv) LionEye Capital Management LLC, a Delaware limited liability company ("LionEye Capital Management"), as the investment manager of LionEye Master Fund, LionEye Onshore and of certain managed accounts (the "LionEye Capital Management Accounts"), with respect to the Shares directly held by LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts;
     
  (v) Stephen Raneri, as a managing member of each of LionEye Capital Management and LionEye Advisors, with respect to the Shares directly held by LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts; and
     
  (vi) Arthur Rosen, as a managing member of each of LionEye Capital Management and LionEye Advisors, with respect to the Shares directly held by LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts.
     
  The filing of this statement should be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the principal office of LionEye Master Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Caymana Bay Grand Cayman KY1-9007, Cayman Islands. The address of the principal office of each of LionEye Onshore, LionEye Advisors, LionEye Capital Management and Messrs. Raneri and Rosen is 152 West 57th Street, 10th Floor, New York, NY 10019.
 
CUSIP No. 25240660813GPage 9 of 12 Pages

 

Item 2(c). CITIZENSHIP
   
  (i) LionEye Master Fund – a Cayman Islands exempted company
   
  (ii) LionEye Onshore - a Delaware limited partnership
   
  (iii) LionEye Advisors and LionEye Capital Management – each a Delaware limited liability company
   
  (iv) Messrs. Raneri and Rosen – each a United States citizen

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Variable Voting Shares, without par value (the "Shares")

 

Item 2(e). CUSIP NUMBER
   
  252406608

 

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:_________________________

 

 
CUSIP No. 25240660813GPage 10 of 12 Pages

 

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 Reporting Person.  
   
  The percentage set forth in Row 11 of this Schedule 13G is calculated based upon an aggregate of 124,453,434 Shares and Common Voting Shares, which is the sum of 40,570,995 Shares and 83,882,439 Common Voting Shares issued and outstanding as of June 30, 2015, as disclosed in Amendment No. 1 to the Issuer's Registration Statement on Form F-10/A filed with the Securities and Exchange Commission on July 2, 2015.
   

 

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 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. 25240660813GPage 11 of 12 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: July 10, 2015

 

  LionEye Master Fund Ltd.
   
  /s/ Stephen Raneri
  Name:  Stephen Raneri
  Title: Director
   
  LionEye Onshore Fund LP
  By: LionEye Advisors LLC,
  its General Partner
   
  /s/ Stephen Raneri
  Name:  Stephen Raneri
  Title:   Managing Member
   
  LionEye Capital Management LLC
   
  /s/ Stephen Raneri
  Name:  Stephen Raneri
  Title:   Managing Member
   
  /s/ Stephen Raneri
  STEPHEN RANERI
   
  /s/  Arthur Rosen
  ARTHUR ROSEN
   
 
CUSIP No. 25240660813GPage 12 of 12 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
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 filing agreements. 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 herein and 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.

DATE: July 10, 2015

 

  LionEye Master Fund Ltd.
   
  /s/ Stephen Raneri
  Name:  Stephen Raneri
  Title: Director
   
  LionEye Onshore Fund LP
  By: LionEye Advisors LLC,
  its General Partner
   
  /s/ Stephen Raneri
  Name:  Stephen Raneri
  Title:   Managing Member
   
  LionEye Capital Management LLC
   
  /s/ Stephen Raneri
  Name:  Stephen Raneri
  Title:   Managing Member
   
  /s/ Stephen Raneri
  STEPHEN RANERI
   
  /s/  Arthur Rosen
  ARTHUR ROSEN