0001193125-15-041801.txt : 20150210 0001193125-15-041801.hdr.sgml : 20150210 20150210171759 ACCESSION NUMBER: 0001193125-15-041801 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 GROUP MEMBERS: KERRISDALE PARTNERS MASTER FUND LTD GROUP MEMBERS: SAHM ADRANGI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: J.G. Wentworth Co CENTRAL INDEX KEY: 0001580185 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 463037859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87693 FILM NUMBER: 15594982 BUSINESS ADDRESS: STREET 1: 201 KING OF PRUSSIA ROAD STREET 2: SUITE 501 CITY: RADNOR STATE: PA ZIP: 19087-5148 BUSINESS PHONE: (484) 434-2300 MAIL ADDRESS: STREET 1: 201 KING OF PRUSSIA ROAD STREET 2: SUITE 501 CITY: RADNOR STATE: PA ZIP: 19087-5148 FORMER COMPANY: FORMER CONFORMED NAME: JGWPT Holdings Inc. DATE OF NAME CHANGE: 20131003 FORMER COMPANY: FORMER CONFORMED NAME: Wentworth Financial Holdings Inc. DATE OF NAME CHANGE: 20130626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kerrisdale Advisers, LLC CENTRAL INDEX KEY: 0001569688 IRS NUMBER: 264757417 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1212 AVENUE OF THE AMERICAS STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 792-9788 MAIL ADDRESS: STREET 1: 1212 AVENUE OF THE AMERICAS STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 d869319dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)

 

 

The J.G. Wentworth Company

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

46618D108

(CUSIP Number)

December 31, 2014

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


CUSIP No. 46618D108    13G/A   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Kerrisdale Partners Master Fund Ltd

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF; OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

549,494

      8     

SHARED VOTING POWER

 

0

      9     

SOLE DISPOSITIVE POWER

 

549,494

    10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

549,494

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7%

14  

TYPE OF REPORTING PERSON*

 

CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

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CUSIP No. 46618D108    13G/A   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Kerrisdale Advisers LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF; OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

549,494

      8     

SHARED VOTING POWER

 

0

      9     

SOLE DISPOSITIVE POWER

 

549,494

    10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

549,494

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7%

14  

TYPE OF REPORTING PERSON*

 

IA, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

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CUSIP No. 46618D108    13G/A   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Sahm Adrangi

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF; OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

      8     

SHARED VOTING POWER

 

549,494

      9     

SOLE DISPOSITIVE POWER

 

0

    10     

SHARED DISPOSITIVE POWER

 

549,494

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

549,494

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7%

14  

TYPE OF REPORTING PERSON*

 

IN, HC

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

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AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 (this “Amendment”) to the Schedule 13G originally filed with the Securities and Exchange Commission on February 21, 2014 (the “Schedule 13G”) is being filed on behalf of Kerrisdale Partners Master Fund Ltd, Kerrisdale Advisers LLC and Sahm Adrangi relating to shares of Class A Common Stock, par value $0.00001 per share (the “Common Stock”), of The J.G. Wentworth Company, a Delaware corporation (the “Issuer”).

 

Item 1(a) Name of Issuer.

The J.G. Wentworth Company

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

201 King of Prussia Rd, Suite 501, Radnor, PA 19087, USA

 

ITEM 2(a). NAME OF PERSON FILING:

Kerrisdale Partners Master Fund Ltd

Kerrisdale Advisers LLC

Sahm Adrangi

 

Item 2(a)-(c) Name of Person Filing.

Address of Principal Business Office, or, if non, Residence.

Place of Organization.

This Amendment is jointly filed by:

(i) Kerrisdale Partners Master Fund Ltd (the “Master Fund”), a Cayman Islands exempted company;

(ii) Kerrisdale Advisers, LLC (the “Adviser”), a New York limited liability company and the investment manager to the Master Fund, with respect to the Common Stock held by the Master Fund;

(iii) Sahm Adrangi, a Canadian citizen and the managing member of the Adviser, with respect to the Common Stock held by the Master Fund.

The persons identified in (i) through (iii) above are herein referred to as the “Reporting Persons.”

Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

The principal place of business for each of the Reporting Persons:

 

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The Investment Manager/Investment Adviser and General Partner address is 1212 Avenue of the Americas, 3rd Floor, NY, NY 10036, USA. The registered office address of the Master Fund is c/o Intertrust Corporate Services (cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

 

Item 2(c) Citizenship:

Kerrisdale Partners Master Fund Ltd - Cayman Islands

Kerrisdale Advisers LLC - New York

Sahm Adrangi - Canada

 

Item 2(d) Title of Class of Securities.

Class A Common Stock, par value $0.00001 per share

 

Item 2(e) CUSIP Number.

46618D108

 

Item 3 If this statement is Filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the Filing person is.

Not Applicable

 

Item 4 Ownership.

(a) As of the date hereof, each of the Reporting Persons beneficially owns the 549,494 shares of Common Stock held by the Master Fund.

(b) The shares beneficially owned constitute 3.7% of the Common Stock.

The approximate percentage of Common Stock reported as beneficially owned by each of the Reporting Persons is based upon the sum of 14,923,670 shares of Common Stock outstanding as of November 13, 2014, as reported by the Issuer in its Quarterly Report on Form 10-Q for quarterly period ended September 30, 2014 filed by the Issuer with the Securities and Exchange Commission on November 14, 2014.

(c) The Adviser and Mr. Adrangi have the shared power to vote and dispose of the shares of Common Stock held by the Master Fund reported in this Amendment. The Master Fund has the sole right to vote and dispose of the shares of Common Stock held by it.

 

Item 5 Ownership of Five Percent or Less of a Class.

If this Statement is being filed to report 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

 

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The Reporting Persons beneficially own less than five percent of the Common Stock.

 

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.

Not applicable.

 

Item 9 Notice of Dissolution of Group.

Not applicable.

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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.

 

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SIGNATURE

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

 

Dated: February 10, 2015      
    Kerrisdale Partners Master Fund Ltd
    Signature:  

/s/ Sahm Adrangi

    Name: Sahm Adrangi
    Title: Director
    Kerrisdale Advisers LLC
    Signature:  

/s/ Sahm Adrangi

    Name: Sahm Adrangi
    Title: Managing Member
   

/s/ Sahm Adrangi

    Sahm Adrangi

 

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