0001193125-15-178976.txt : 20150508 0001193125-15-178976.hdr.sgml : 20150508 20150508122433 ACCESSION NUMBER: 0001193125-15-178976 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150508 DATE AS OF CHANGE: 20150508 GROUP MEMBERS: CARL MEYER GROUP MEMBERS: MOUNTE LLC GROUP MEMBERS: RALPH FINERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlantic Alliance Partnership Corp. CENTRAL INDEX KEY: 0001630940 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88829 FILM NUMBER: 15845352 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-409-2434 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Rock Financial LLC CENTRAL INDEX KEY: 0001599350 IRS NUMBER: 264538302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1250 4TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-570-4595 MAIL ADDRESS: STREET 1: 1250 4TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G 1 d924904dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No.     )*

 

 

Atlantic Alliance Partnership Corp.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G04897 107

(CUSIP Number)

May 4, 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)

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 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).

 

 

 


13G

 

CUSIP No. G04897 107 Page 2 of 11

 

  1 

Names of reporting persons

 

Silver Rock Financial LLC

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizen or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

 

    0

6

Shared voting power

 

    618,538

7

Sole dispositive power

 

    0

8

Shared dispositive power

 

    618,538

  9

Aggregate amount beneficially owned by each reporting person

 

    618,538

10

Check if the aggregate amount in Row (9) excludes certain shares

 

    Not Applicable

11

Percent of class represented by amount in Row 9

 

    6.1%

12

Type of reporting person

 

    OO (Delaware limited liability company)

 


13G

 

CUSIP No. G04897 107 Page 3 of 11

 

  1 

Names of reporting persons

 

Mounte LLC

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizen or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

 

    0

6

Shared voting power

 

    132,075

7

Sole dispositive power

 

    0

8

Shared dispositive power

 

    132,075

  9

Aggregate amount beneficially owned by each reporting person

 

    132,075

10

Check if the aggregate amount in Row (9) excludes certain shares

 

    Not Applicable

11

Percent of class represented by amount in Row 9

 

    1.3%

12

Type of reporting person

 

    OO (Delaware limited liability company)

 


13G

 

CUSIP No. G04897 107 Page 4 of 11

 

  1 

Names of reporting persons

 

Ralph Finerman

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizen or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

 

    0

6

Shared voting power

 

    750,613

7

Sole dispositive power

 

    0

8

Shared dispositive power

 

    750,613

  9

Aggregate amount beneficially owned by each reporting person

 

    750,613

10

Check if the aggregate amount in Row (9) excludes certain shares

 

    Not Applicable

11

Percent of class represented by amount in Row 9

 

    7.4%

12

Type of reporting person

 

    IN

 


13G

 

CUSIP No. G04897 107 Page 5 of 11

 

  1 

Names of reporting persons

 

Carl Meyer

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizen or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

 

    0

6

Shared voting power

 

    750,613

7

Sole dispositive power

 

    0

8

Shared dispositive power

 

    750,613

  9

Aggregate amount beneficially owned by each reporting person

 

    750,613

10

Check if the aggregate amount in Row (9) excludes certain shares

 

    Not Applicable

11

Percent of class represented by amount in Row 9

 

    7.4%

12

Type of reporting person

 

    IN

 


Item 1.

 

  (a) Name of Issuer:

Atlantic Alliance Partnership Corp.

 

  (b) Address of Issuer’s Principal Executive Offices:

590 Madison Avenue

New York, NY 10022

Item 2.

 

  (a) Name of Person Filing:

This statement is filed on behalf of Silver Rock Financial LLC (“Silver Rock”), Mounte LLC (“Mounte”), Ralph Finerman and Carl Meyer, each of whom is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

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

The business address of each Reporting Person is 1250 Fourth Street, Suite 550, Santa Monica, California 90401.

 

  (c) Citizenship:

Silver Rock and Mounte are organized under the laws of the state of Delaware. Ralph Finerman and Carl Meyer each is a citizen of the United States.

 

  (d) Title of Class of Securities:

Ordinary Shares, no par value

 

  (e) CUSIP Number:

G04897 107

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership.

Ownership (a-c)

The percentage ownership information presented below is based upon 10,137,500 Ordinary Shares of the Issuer outstanding as of May 4, 2015.

 

Page 6 of 11


Reporting Person   

Amount

beneficially

owned

    

Percent

of class:

    Sole
power
to vote or
to direct
the vote:
     Shared
power to
vote or to
direct the
vote:
    

Sole
power to
dispose or
to direct
the
disposition

of:

    

Shared

power to

dispose or

to direct

the

disposition

of:

 

Silver Rock Financial LLC

     618,538         6.1     0         618,538         0         618,538   

Mounte LLC

     132,075         1.3     0         132,075         0         132,075   

Ralph Finerman

     750,613         7.4     0         750,613         0         750,613   

Carl Meyer

     750,613         7.4     0         750,613         0         750,613   

Mr. Ralph Finerman is the manager of each of Silver Rock and Mounte, and in such position has the power to vote and dispose of the Ordinary Shares held by each of Silver Rock and Mounte. As such, Mr. Finerman may be deemed to share beneficial ownership of all of the Ordinary Shares owned beneficially by Silver Rock and Mounte.

Mr. Carl Meyer is the Chief Investment Officer of Silver Rock. Mr. Meyer has the power to vote and dispose of the Ordinary Shares held by each of Silver Rock and Mounte. As such, Mr. Meyer may be deemed to share beneficial ownership of all of the Ordinary Shares owned beneficially by Silver Rock and Mounte.

Silver Rock is managed by a management committee, consisting of four individuals, Mr. Finerman, Jeffrey Green, Stanley Maron, and Richard Sandler, which also has the power to vote and dispose of the Ordinary Shares held by Silver Rock, by approval of a majority of the management committee. Mr. Sandler is also a trustee of certain trusts which together hold a majority of the LLC interests of Silver Rock. In such capacities, each of the foregoing individuals may be deemed to share beneficial ownership of the Ordinary Shares owned beneficially by Silver Rock, but each disclaims any such beneficial ownership.

The Reporting Persons may be deemed to be a group with respect to the beneficial ownership of the Ordinary Shares, but do not affirm the existence of any such group.

 

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.

 

Page 7 of 11


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, other than activities solely in connection with a nomination under 240.14a-11.

 

Page 8 of 11


SIGNATURES

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

Dated: May 8, 2015

 

SILVER ROCK FINANCIAL LLC
By:

/s/ Ralph Finerman

Name: Ralph Finerman
Title: Manager
MOUNTE LLC
By:

/s/ Ralph Finerman

Name: Ralph Finerman
Title: Manager
RALPH FINERMAN

/s/ Ralph Finerman

CARL MEYER

/s/ Carl Meyer

 

Page 9 of 11


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

99    Joint Filing Agreement

 

Page 10 of 11

EX-99 2 d924904dex99.htm EX-99 EX-99

Exhibit 99

Ex. 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of the foregoing statement on Schedule 13G, and amendments thereto, with respect to the Ordinary Shares beneficially owned by each of them of Atlantic Alliance Partnership Corp. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 8th day of May, 2015.

 

SILVER ROCK FINANCIAL LLC
By:

/s/ Ralph Finerman

Name: Ralph Finerman
Title: Manager
MOUNTE LLC
By:

/s/ Ralph Finerman

Name: Ralph Finerman
Title: Manager
RALPH FINERMAN

/s/ Ralph Finerman

CARL MEYER

/s/ Carl Meyer