SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 3)*
NORTHERN POWER SYSTEMS CORP.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
FOR THE COMMON STOCK, 66561Y107
(CUSIP Number)
Peter DiIorio
Allen & Company LLC
711 Fifth Avenue
New York, NY 10022
(212) 339-2440
copies to:
Donald G. Kilpatrick, Esq.
Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, NY 10036-4039
(212) 858-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 10, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
CUSIP No.:
FOR THE COMMON STOCK, 66561Y107
The Information required on 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).
Page 2 of 8 Pages
CUSIP No.:
FOR THE COMMON STOCK, 66561Y107
| 1. | NAMES OF REPORTING PERSONS
ALLEN & COMPANY LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 COMMON SHARES (See Items 3 and 5 below) | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 COMMON SHARES (See Items 3 and 5 below) | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 COMMON SHARES (See Items 3 and 5 below) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% OF COMMON SHARES (See Items 3 and 5 below) | |||||
| 14. | TYPE OF REPORTING PERSON
BD | |||||
Page 3 of 8 Pages
CUSIP No.:
FOR THE COMMON STOCK, 66561Y107
| 1. | NAMES OF REPORTING PERSONS
ALLEN OPERATIONS LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 COMMON SHARES (See Items 3 and 5 below) | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 COMMON SHARES (See Items 3 and 5 below) | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 COMMON SHARES (See Items 3 and 5 below) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% OF COMMON SHARES (See Items 3 and 5 below) | |||||
| 14. | TYPE OF REPORTING PERSON
HC | |||||
Page 4 of 8 Pages
CUSIP No.:
FOR THE COMMON STOCK, 66561Y107
| 1. | NAMES OF REPORTING PERSONS
HERBERT A. ALLEN III | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 COMMON SHARES (See Items 3 and 5 below) | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 COMMON SHARES (See Items 3 and 5 below) | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 COMMON SHARES (See Items 3 and 5 below) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% OF COMMON SHARES (See Items 3 and 5 below) | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
Page 5 of 8 Pages
CUSIP No.:
FOR THE COMMON STOCK, 66561Y107
Item 1. Security and Issuer.
This Amendment No. 3 (this “Statement”) to the Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2014, as amended by Amendment No. 1 filed with the SEC on December 10, 2014 and Amendment No. 2 filed with the SEC on January 6, 2016 (the “Schedule 13D”). This Statement is being filed by the Reporting Persons (as defined below) and relates to their beneficial ownership of shares of common stock (the “Common Stock”) of Northern Power Systems, Inc., a British Columbia corporation (the “Issuer” or the “Company”).The class of equity securities to which this Statement relates is the Common Stock, no par value of the Issuer. The Issuer’s principal executive offices are located at 2900-550 Burrard Street, Vancouver BC V6C0A3 Canada.
Unless expressly amended or supplemented by this Amendment, all information previously included in the Schedule 13D remains in effect.
Item 2. Identity and Background.
(a)-(c) The persons filing this Statement are Allen & Company LLC (“AC”), a New York limited liability company, Allen Operations LLC, a NY limited liability company and parent company of AC (“AO”) and Herbert A. Allen III, the president of AC and AO (“HAA,” and together with AC and AO, the “Reporting Persons”). The principal business of AC is investment banking and its principal office and business is located at 711 Fifth Avenue, New York, NY 10022. The principal business of AO is managing AC and its principal office and business is located at 711 Fifth Avenue, New York, NY 10022. HAA’s principal occupation is President of AC and AO and his business address is located at 711 Fifth Avenue, New York, NY 10022.
(d)-(e) During the last five years, none of the Reporting Persons has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| (f) | HAA is a citizen of the United States of America. |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented as follows:
As reported in the original Schedule 13D and Amendments No. 1 and No. 2 thereto, certain employees, affiliates and related parties of AC held a beneficial interest in shares of Common Stock of the Issuer held of record by AC. Such shares previously held of record by AC have been distributed to the applicable beneficial owners and, as a result, AC is no longer the holder of record of any securities of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a)-(b) AC owns and controls 0 shares of the Common Stock of the Issuer, representing 0% of the outstanding shares of the Common Stock of the Issuer, and has no voting or dispositive power over any shares of the Common Stock of the Issuer as a result. AO owned and controlled the shares held by AC because it is AC’s parent company. HAA owned and controlled the shares held by AC because he is AC’s president.
Page 6 of 8 Pages
CUSIP No.:
FOR THE COMMON STOCK, 66561Y107
(c) Other than the transactions described in Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities of the Issuer in the last 60 days.
(d) Except as otherwise indicated above, no other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
(e) AC, AO and HAA ceased to be the beneficial owners of more than five percent of the outstanding shares of the Common Stock of Issuer on February 10, 2016.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended and supplemented as follows:
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto.
By virtue of the relationships between and among the Reporting Persons, as described in Item 2, the Reporting Persons may be deemed to be a “group” under the Federal securities laws.
Except as described or referred to above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement between Allen & Company LLC, Allen Operations LLC and Herbert A. Allen III. | |
Page 7 of 8 Pages
SIGNATURES
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.
Dated: April 7, 2016
| ALLEN & COMPANY LLC | ||
| By: | /s/ Peter DiIorio | |
| Name: | Peter DiIorio | |
| Title: | General Counsel | |
| ALLEN OPERATIONS LLC | ||
| By: | /s/ Peter DiIorio | |
| Name: | Peter DiIorio | |
| Title: | General Counsel | |
| /s/ Herbert A. Allen III | ||
| Herbert A. Allen III | ||
Page 8 of 8 Pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Northern Power Systems Corp., and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.
Dated: April 7, 2016
| ALLEN & COMPANY LLC | ||
| By: | /s/ Peter DiIorio | |
| Name: | Peter DiIorio | |
| Title: | General Counsel | |
| ALLEN OPERATIONS LLC | ||
| By: | /s/ Peter DiIorio | |
| Name: | Peter DiIorio | |
| Title: | General Counsel | |
| /s/ Herbert A. Allen III | ||
| Herbert A. Allen III | ||