-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tc7XzvufjmiHqv5rvgxI2TbU5qm++ZCyrIO5CY4lhvFSO8rkHUme51NLOJoCd2Ys ivkRzs8BFnyNBBa8viazzA== 0000922423-10-000173.txt : 20100401 0000922423-10-000173.hdr.sgml : 20100401 20100401161504 ACCESSION NUMBER: 0000922423-10-000173 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100401 DATE AS OF CHANGE: 20100401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ODYSSEY MARINE EXPLORATION INC CENTRAL INDEX KEY: 0000798528 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 841018684 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45489 FILM NUMBER: 10724253 BUSINESS ADDRESS: STREET 1: 5215 WEST LAUREL STREET CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: (813) 876-1776 MAIL ADDRESS: STREET 1: 5215 WEST LAUREL STREET CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL CAPITAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOGGIN CAPITAL MANAGEMENT LP ET AL CENTRAL INDEX KEY: 0000843633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 790 MADISON AVE STREET 2: STE 708 CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-355-5600 MAIL ADDRESS: STREET 1: 790 MADISON AVENUE STREET 2: SUITE 708 CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 kl02044.htm SCHEDULE 13G kl02044.htm  
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C.  20549
 
                   
 
Under the Securities Exchange Act of 1934
 
SCHEDULE 13G
 
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
 
Odyssey Marine Exploration, Inc.
(Name of Issuer)
 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
676118102
(CUSIP Number)

 
                              December 31, 2009                              
(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)
ý  Rule 13d-1(c)
¨  Rule 13d-1(d)
 

 
 
 
Page 1 of 21 Pages
 

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 2 of 21 Pages
 
 

1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Scoggin Capital Management II LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
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
 
1,202,500
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
1,202,500
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,202,500
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.9%
12)
TYPE OF REPORTING PERSON
 
PN
 
 

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 3 of 21 Pages
 

 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Scoggin International Fund, Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
1,648,700
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
1,648,700
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,648,700
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.6%
12)
TYPE OF REPORTING PERSON
 
CO
 


 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 4 of 21 Pages
 
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Scoggin LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
2,851,200
6)
SHARED VOTING POWER
 
135,000
7)
SOLE DISPOSITIVE POWER
 
2,851,200
8)
SHARED DISPOSITIVE POWER
 
135,000
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,986,200
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6%
12)
TYPE OF REPORTING PERSON
 
OO
 


 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 5 of 21 Pages
 
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Scoggin Worldwide Fund, Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
97,800
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
97,800
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
97,800
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
12)
TYPE OF REPORTING PERSON
 
CO
 


 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 6 of 21 Pages
 
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Old Bell Associates LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
97,800
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
97,800
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
97,800
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
12)
TYPE OF REPORTING PERSON
 
OO
 


 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 7 of 21 Pages
 
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
A. Dev Chodry
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
97,800
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
97,800
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
97,800
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%
12)
TYPE OF REPORTING PERSON
 
IN
 
 

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 8 of 21 Pages
 
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Game Boy Partners, LLC
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
178,500
6)
SHARED VOTING POWER
 
0
7)
SOLE DISPOSITIVE POWER
 
178,500
8)
SHARED DISPOSITIVE POWER
 
0
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
178,500
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.3%
12)
TYPE OF REPORTING PERSON
 
OO
 


 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                         Page 9 of 21 Pages
 


1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Craig Effron
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
3,262,500
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
3,262,500
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,262,500
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12)
TYPE OF REPORTING PERSON
 
IN
 
 

 
 
 
 
SCHEDULE 13G
 
CUSIP No. 676118102                                                        Page 10 of 21 Pages
 
 
 
1)
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Curtis Schenker
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3)
SEC USE ONLY
 
 
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5)
SOLE VOTING POWER
 
0
6)
SHARED VOTING POWER
 
3,262,500
7)
SOLE DISPOSITIVE POWER
 
0
8)
SHARED DISPOSITIVE POWER
 
3,262,500
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,262,500
10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1%
12)
TYPE OF REPORTING PERSON
 
IN

 

 
 
 

Schedule 13G
 
Item 1(a).
Name of Issuer:
 
Odyssey Marine Exploration, Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
5215 W. Laurel Street
Tampa, Florida 33607

Item 2(a).
Name of Persons Filing:
 
(i)
Scoggin Capital Management II LLC
(ii)
Scoggin International Fund, Ltd.
(iii)
Scoggin LLC
(iv)
Scoggin Worldwide Fund, Ltd.
(v)
Old Bell Associates LLC
(vi)
A. Dev Chodry
(vii)
Game Boy Partners, LLC
(viii)
Craig Effron
(ix)
Curtis Schenker

 
(collectively, the “Reporting Persons” and each a “Reporting Person”)
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
Each of Scoggin Worldwide Fund, Ltd. and Scoggin International Fund, Ltd. has a business address at c/o Mourant Cayman Nominees, Ltd., Third Floor, Harbour Centre, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands.
 
Each of the Reporting Persons, other than Scoggin Worldwide Fund, Ltd. and Scoggin International Fund, Ltd., has a business address at 660 Madison Avenue, New York, NY  10065.
 
Item 2(c).
Citizenship or Place of Organization:
 
(i)
Scoggin Capital Management II LLC
Delaware
 
(ii)
Scoggin International Fund, Ltd.
Cayman Islands
 
(iii)
Scoggin LLC
New York
 
 
 
 
 
 
 
 
(iv)
Scoggin Worldwide Fund, Ltd.
Cayman Islands
 
(v)
Old Bell Associates LLC
New York
 
(vi)
A. Dev Chodry
USA
 
(vii)
Game Boy Partners, LLC
New York
 
(viii)
Craig Effron
USA
 
(ix)
Curtis Schenker
USA
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
Item 2(e).
CUSIP Number:
 
676118102
 
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)
¨
Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
 
 
(f)
¨
Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
 
 
(g)
¨
Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)
 
 
(h)
¨
Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
 
 
 
 
 
 
 
 
(i)
¨
Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
 
(j)
¨
Group, in accordance with §240.13d-1(b)(ii)(J)
 
Item 4.
Ownership.
 
(i)           Scoggin Capital Management II LLC1
 
 
(a)
Amount beneficially owned: 1,202,500
 
 
(b)
Percent of class: 1.9%2
 
 
(c)
Number of shares as to which such person has:
 
(i)            Sole power to vote or to direct the vote: 1,202,500
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)          Sole power to dispose or to direct the disposition of: 1,202,500
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(ii)           Scoggin International Fund, Ltd.3
 
 
(a)
Amount beneficially owned: 1,648,700
 
 
(b)
Percent of class: 2.6%
 
 
(c)
Number of shares as to which such person has:
 
(i)            Sole power to vote or to direct the vote: 1,648,700
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)          Sole power to dispose or to direct the disposition of: 1,648,700
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
 
 
__________________________
 
1
The investment manager of Scoggin Capital Management II LLC is Scoggin LLC. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
2
Percentages are based on 64,270,926 outstanding shares of Common Stock (as set forth in the Issuer’s Form 10-K, as filed with the Securities and Exchange Commission on March 9, 2010).
 
3
The investment manager of Scoggin International Fund, Ltd. is Scoggin LLC. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
 
 
 
 
 
 
 
(iii)           Scoggin LLC4
 
 
(a)
Amount beneficially owned:  2,986,200
 
 
(b)
Percent of class: 4.6%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 2,851,200
 
 
(ii)
Shared power to vote or to direct the vote: 135,000
 
 
(iii)
Sole power to dispose or to direct the disposition of: 2,851,200
 
 
(iv)
Shared power to dispose or to direct the disposition of: 135,000
 
(iv)           Scoggin Worldwide Fund, Ltd.5
 
 
(a)
Amount beneficially owned: 97,800
 
 
(b)
Percent of class: 0.2%
 
 
(c)
Number of shares as to which such person has:
 
(i)            Sole power to vote or to direct the vote: 97,800
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)          Sole power to dispose or to direct the disposition of: 97,800
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(v)           Old Bell Associates LLC6
 
 
 
 
 
_________________________
4
Scoggin LLC is the investment manager of Scoggin International Fund, Ltd., Scoggin Capital Management II LLC and the investment manager for certain discretionary managed accounts. Scoggin LLC serves as investment sub-manager for equity and event-driven investing for Scoggin Worldwide Fund, Ltd. Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
5
The investment manager of Scoggin Worldwide Fund, Ltd. is Old Bellows Partners LP.  The general partner of Old Bellows Partners LP is Old Bell Associates LLC.  A. Dev Chodry is a principal of Old Bellows Partners LP.  Scoggin LLC is a principal of Old Bellows Partners LP and serves as investment sub-manager for equity and event-driven investing for Scoggin Worldwide Fund, Ltd.  Craig Effron and Curtis Schenker are the managing members of Scoggin LLC.
 
 
 
 
 
 
 
 
 
(a)
Amount beneficially owned: 97,800
 
 
(b)
Percent of class: 0.2%
 
 
(c)
Number of shares as to which such person has:
 
(i)            Sole power to vote or to direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: 97,800
 
(iii)          Sole power to dispose or to direct the disposition of: 0
 
 
(iv)
Shared power to dispose or to direct the disposition of: 97,800
 
(vi)           A. Dev Chodry
 
 
(a)
Amount beneficially owned: 97,800
 
 
(b)
Percent of class: 0.2%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: 97,800
 
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
 
(iv)
Shared power to dispose or to direct the disposition of: 97,800
 
(vii)
Game Boy Partners, LLC7
 
 
(a)
Amount beneficially owned:  178,500
 
 
(b)
Percent of class: 0.3%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 178,500
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
 
(iii)
Sole power to dispose or to direct the disposition of: 178,500
 
 
 
 
 
________________________
 
6
Old Bellows Partners LP is the investment manager of Scoggin Worldwide Fund, Ltd.  Old Bell Associates LLC is the general partner of Old Bellows Partners LP.
7
Craig Effron and Curtis Schenker are the managers of Game Boy Partners, LLC.
 
 
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
(viii)           Craig Effron
 
 
(a)
Amount beneficially owned:  3,262,500
 
 
(b)
Percent of class: 5.1%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: 3,262,500
 
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
 
(iv)
Shared power to dispose or to direct the disposition of: 3,262,500
 
(ix)           Curtis Schenker
 
 
(a)
Amount beneficially owned: 3,262,500
 
 
(b)
Percent of class: 5.1%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 0
 
 
(ii)
Shared power to vote or to direct the vote: 3,262,500
 
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
 
(iv)
Shared power to dispose or to direct the disposition of: 3,262,500
 
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.
 
A person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities with respect to the 135,000 shares held in certain discretionary managed accounts to which Scoggin LLC is the investment manager.

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 the undersigned certifies 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.
 
 
 

 
 
 
 

 
 
SIGNATURE
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
Scoggin Capital Management II LLC
By: Scoggin LLC, its Investment Manager
 
By: /s/ Craig Effron
Title: Member
Dated as of April 1, 2010
 
Scoggin International Fund, Ltd.
By: Scoggin LLC, its Investment Manager
 
By: /s/ Craig Effron
Title: Member
Dated as of April 1, 2010
 
Scoggin LLC
 
By: /s/ Craig Effron
Title: Member
Dated as of April 1, 2010
 
Scoggin Worldwide Fund, Ltd.
 
By: /s/ A. Dev Chodry
Title: Director
Dated as of April 1, 2010
 
Old Bell Associates LLC
 
By: /s/ A. Dev Chodry
Title: Manager
Dated as of April 1, 2010
 
/s/ A. Dev Chodry
A. Dev Chodry
Dated as of April 1, 2010
 
 

 
 
 
 
 
 
Game Boy Partners, LLC
 
By: /s/ Craig Effron
Title: Manager
Dated as of April 1, 2010
 
/s/ Craig Effron
Craig Effron
Dated as of April 1, 2010
 
/s/ Curtis Schenker
Curtis Schenker
Dated as of April 1, 2010
 

 
 
 

 
Exhibit A
 
 
Agreement of Joint Filing
 
Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing.
 
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
 
Scoggin Capital Management II LLC
By: Scoggin LLC, its Investment Manager
 
By: /s/ Craig Effron
Title: Member
Dated as of April 1, 2010
 
Scoggin International Fund, Ltd.
By: Scoggin LLC, its Investment Manager
 
By: /s/ Craig Effron
Title: Member
Dated as of April 1, 2010
 
Scoggin LLC
 
By: /s/ Craig Effron
Title: Member
Dated as of April 1, 2010
 
Scoggin Worldwide Fund, Ltd.
 
By: /s/ A. Dev Chodry
Title: Director
Dated as of April 1, 2010
 
Old Bell Associates LLC
 
By: /s/ A. Dev Chodry
Title: Manager
Dated as of April 1, 2010
 
/s/ A. Dev Chodry
A. Dev Chodry
Dated as of April 1, 2010
 
Game Boy Partners, LLC
 
By: /s/ Craig Effron
Title: Manager
Dated as of April 1, 2010
 
/s/ Craig Effron
Craig Effron
Dated as of April 1, 2010
 
/s/ Curtis Schenker
Curtis Schenker
Dated as of April 1, 2010
 

 
 
 
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