0001172661-16-002600.txt : 20160212 0001172661-16-002600.hdr.sgml : 20160212 20160212070207 ACCESSION NUMBER: 0001172661-16-002600 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Terrapin 3 Acquisition Corp CENTRAL INDEX KEY: 0001608298 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 464388636 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88249 FILM NUMBER: 161414129 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-4100 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTONE INVESTMENT ADVISORS, LLC CENTRAL INDEX KEY: 0001426196 IRS NUMBER: 208601093 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: (212) 232-1420 MAIL ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: Capstone Investment Advisors, LLC DATE OF NAME CHANGE: 20080205 SC 13G/A 1 trtlu123115a1.htm SCHEDULE 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



Terrapin 3 Acquisition Corporation

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

88104P104

(CUSIP Number)

 

 

December 31, 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:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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).

 
 

CUSIP No.  88104P104
 SCHEDULE 13G/A
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Capstone Investment Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
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
 
1,250,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,250,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,250,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.9%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 

 
 

 

CUSIP No.  88104P104
 SCHEDULE 13G/A
Page 3 of  6 Pages

 

Item 1.(a) Name of Issuer

Terrapin 3 Acquisition Corporation

(b) Address of Issuer’s Principal Executive Offices

c/o Terrapin Partners, LLC

1700 Broadway, 18th Floor

New York, NY 10019

Item 2.(a) Name of Person Filing

Capstone Investment Advisors, LLC

(b) Address of Principal Business Office, or, if none, Residence

7 World Trade Center

250 Greenwich Street, 30th Floor

New York, NY 10007

(c) Citizenship

Delaware

 (d) Title of Class of Securities

Class A Common Stock

 (e) CUSIP No.:

88104P104

 
 

 

CUSIP No.  88104P104
 SCHEDULE 13G/A
Page 4 of 6 Pages

 

 

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 (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x 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) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

 
 

 

CUSIP No. 88104P104
 SCHEDULE 13G/A
Page 5 of 6 Pages

 

 

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.

This Schedule 13G/A is being filed on behalf of Capstone Investment Advisors, LLC ("Capstone" or the "Reporting Person"), with respect to the shares of Class A Common Stock (the "Common Stock") of Terrapin 3 Acquisition Corporation, a Delaware corporation (the "Issuer"). Capstone acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by Capstone Volatility Master (Cayman) Limited, a Cayman Islands exempted company, which directly owns 1,250,000 shares of Common Stock.

 

(a) Amount beneficially owned: 1,250,000

(b) Percent of class: 5.9%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 1,250,000

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,250,000

(iv) Shared power to dispose or to direct the disposition of: 0

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

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.  88104P104
 SCHEDULE 13G/A
Page 6 of 6 Pages

 

 

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: February 12, 2016

 

 

  Capstone Investment Advisors, Inc.
       
  By:   Adam Bensley
    Name:    Adam Bensley
    Title:  Chief Compliance Officer