a66906_sc13g.htm

0000929638-15-000015.txt : 20150108 0000929638-15-000015.hdr.sgml : 20150108 20150108160641 ACCESSION NUMBER: 0000929638-15-000015 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 GROUP MEMBERS: BERYLSON MASTER FUND LP GROUP MEMBERS: JAMES BERYLSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Northern Power Systems Corp. CENTRAL INDEX KEY: 0001605997 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 826503088 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88111 FILM NUMBER: 15516514 BUSINESS ADDRESS: STREET 1: 29 PITMAN ROAD CITY: BARRE STATE: VT ZIP: 05641 BUSINESS PHONE: 802-461-2955 MAIL ADDRESS: STREET 1: 29 PITMAN ROAD CITY: BARRE STATE: VT ZIP: 05641 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERYLSON CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001572664 IRS NUMBER: 454054625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3100 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-697-5815 MAIL ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3100 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 a66906_sc13g.htm SCHEDULE 13G a66906_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	SCHEDULE 13G
	Under the Securities Exchange Act of 1934
	(Amendment No. __)*

	Northern Power Systems Corp.
	(Name of Issuer)

	Common Shares, no par value
	(Title of Class of Securities)

	66561Y107
	(CUSIP Number)

	April 22, 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)

___________________________________

* 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).

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Berylson Master Fund, LP Berylson Capital Partners, LLC James Berylson
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization. Berylson Master Fund, LP - Cayman Islands Berylson Capital Partners, LLC - Delaware James Berylson - United States

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power Berylson Master Fund, LP - 0 shares Berylson Capital Partners, LLC - 0 shares James Berylson - 0 shares
	6 Shared Voting Power Berylson Master Fund, LP - 1,100,000 Common Shares Berylson Capital Partners, LLC - 1,100,000 Common Shares James Berylson – 1,100,000 Common Shares Refer to Item 4 below.
	7 Sole Dispositive Power Berylson Master Fund, LP - 0 shares Berylson Capital Partners, LLC - 0 shares James Berylson - 0 shares
	8 Shared Dispositive Power Berylson Master Fund, LP - 1,100,000 Common Shares Berylson Capital Partners, LLC - 1,100,000 Common Shares Stock James Berylson – 1,100,000 Common Shares Refer to Item 4 below.

9	Aggregate Amount Beneficially Owned by Each Reporting Person Berylson Master Fund, LP - 1,100,000 Common Shares Berylson Capital Partners, LLC - 1,100,000 Common Shares Stock James Berylson – 1,100,000 Common Shares Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A
11	Percent of Class Represented by Amount in Row (9)* Berylson Master Fund, LP - 7.0% Berylson Capital Partners, LLC - 7.0% James Berylson – 7.0% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) Berylson Master Fund, LP - PN (Limited Partnership) Berylson Capital Partners, LLC - OO (Limited Liability Company) James Berylson – IN

SCHEDULE 13G

Item 1.

	(a)	Name of Issuer
		Northern Power Systems Corp.
	(b)	Address of Issuer’s Principal Executive Offices
		29 Pitman Road, Barre, Vermont 05641

Item 2.

	(a)	Name of Person Filing
		Berylson Master Fund, LP Berylson Capital Partners, LLC James Berylson
	(b)	Address of Principal Business Office or, if none, Residence
		Berylson Master Fund, LP Berylson Capital Partners, LLC James Berylson c/o Berylson Capital Partners, LLC 33 Arch Street, Suite 3100 Boston, MA 02110
	(c)	Citizenship
		Berylson Master Fund, LP - Cayman Islands Berylson Capital Partners, LLC - Delaware James Berylson - United States
	(d)	Title of Class of Securities
		Common Shares, no par value
	(e)	CUSIP Number
		66561Y107

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
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

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.

Shares reported herein for Berylson Master Fund, LP (the “Fund”) represent shares held of record by the Fund. Shares reported herein for Berylson Capital Partners, LLC (“Berylson Capital”) represent the above-referenced shares reported for the Fund, for which Berylson Capital serves as the investment manager. Shares reported herein for Mr. Berylson represent the above-referenced shares reported for the Fund and Berylson Capital. Mr. Berylson is the sole owner and managing member of Berylson Capital. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

The percentages herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2014, that there were 15,797,202 outstanding shares of Common Stock of the Issuer as of November 13, 2013. According to the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on May 29, 2014, that there were 11,454,794 outstanding shares of Common Stock of the Issuer as of that date, at which point the Reporting Persons held 9.6% of the then outstanding Common Shares of the Issuer.

	(a)	Amount Beneficially Owned**
		Berylson Master Fund, LP - 1,100,000 Common Shares Berylson Capital Partners, LLC - 1,100,000 Common Shares Stock James Berylson – 1,100,000 Common Shares
	(b)	Percent of Class
		Berylson Master Fund, LP - 7.0% Berylson Capital Partners, LLC - 7.0% James Berylson – 7.0%

(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote
		Berylson Master Fund, LP - 0 shares Berylson Capital Partners, LLC - 0 shares James Berylson - 0 shares
	(ii)	shared power to vote or to direct the vote
		Berylson Master Fund, LP - 1,100,000 Common Shares Berylson Capital Partners, LLC - 1,100,000 Common Shares Stock James Berylson – 1,100,000 Common Shares
	(iii)	sole power to dispose or to direct the disposition of
		Berylson Master Fund, LP - 0 shares Berylson Capital Partners, LLC - 0 shares James Berylson - 0 shares

		(iv)	shared power to dispose or to direct the disposition of
			Berylson Master Fund, LP - 1,100,000 Common Shares Berylson Capital Partners, LLC - 1,100,000 Common Shares James Berylson – 1,100,000 Common Shares

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

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my 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

99.1	Joint Filing Agreement by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: January 8, 2015


	BERYLSON MASTER FUND, LP

	By: Berylson Capital Partners GP, LLC,
	its General Partner

	By: /s/ James Berylson
	James Berylson, Managing Member


	BERYLSON CAPITAL PARTNERS, LLC

	By: /s/ James Berylson
	James Berylson, Managing Member


	JAMES BERYLSON

	By: /s/ James Berylson
	James Berylson, Individually

EX-99.1 2 a66906_ex99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS a66906_ex99-1.htm

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of January 8, 2015, is by and among Berylson Capital Partners, LLC, Berylson Master Fund, LP and James Berylson (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to Common Shares of Northern Power Systems Corp. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


	BERYLSON MASTER FUND, LP

	By: Berylson Capital Partners GP, LLC,
	its General Partner

	By: /s/ James Berylson
	James Berylson, Managing Member


	BERYLSON CAPITAL PARTNERS, LLC

	By: /s/ James Berylson
	James Berylson, Managing Member


	JAMES BERYLSON

	By: /s/ James Berylson
	James Berylson, Individually