0001011438-12-000175.txt : 20120402 0001011438-12-000175.hdr.sgml : 20120402 20120402151342 ACCESSION NUMBER: 0001011438-12-000175 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: API Technologies Corp. CENTRAL INDEX KEY: 0001081078 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980200798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78423 FILM NUMBER: 12732953 BUSINESS ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD, SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 855-294-3800 MAIL ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD, SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 FORMER COMPANY: FORMER CONFORMED NAME: API Nanotronics Corp. DATE OF NAME CHANGE: 20061106 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON VENTURES INC DATE OF NAME CHANGE: 20000207 FORMER COMPANY: FORMER CONFORMED NAME: RUBINCON RESOURCES INC DATE OF NAME CHANGE: 19990325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Senator Investment Group LP CENTRAL INDEX KEY: 0001443689 IRS NUMBER: 262124641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 376-4305 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 form_sc13ga-api.htm form_sc13ga-api.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

API Technologies Corp.
(Name of Issuer)

Common Stock, $0.001 per share
(Title of Class of Securities)

00187E203
(CUSIP Number)

March 22, 2012
(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 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).

Continued on following pages
Page 1 of 6 Pages

 
 
 

CUSIP NO.  00187E203
SCHEDULE 13G
Page 2 of 6 Pages



1.
Names of Reporting Persons
   
   
SENATOR INVESTMENT GROUP LP

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

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
  
10,262,565
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
10,262,565
 
8.
Shared Dispositive Power
   
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

0

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

17.3%

12.
Type of Reporting Person (See Instructions)

IA

   



 
 
 

CUSIP NO.  00187E203
SCHEDULE 13G
Page 3 of 6 Pages




Item 1(a).
Name of Issuer:
   
 
API Technologies Corp.
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
4705 S. Apopka Vineland Road, Suite 210
 
Orlando, FL  32819
   
Item 2(a).
Name of Person Filing
   
 
Senator Investment Group LP

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The principal office of Senator Investment Group LP is:
   
 
510 Madison Avenue
28th Floor
New York, NY 10022

Item 2(c).
Citizenship:
   
 
Senator Investment Group LP is a Delaware limited partnership.

Item 2(d).
Title of Class of Securities:
 
 
Common Stock, $0.001 Par Value
 
Item 2(e).
CUSIP Number:
   
 
00187E203
   
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.




 
 
 

CUSIP NO.  00187E203
SCHEDULE 13G
Page 4 of 6 Pages



Item 4.
Ownership:
   
 
(a)
Amount of beneficially owned:  10,262,5651
     
 
(b)
Percent of class: 17.3%2
     
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote:
       
     
10,262,565
       
   
(ii)
Shared power to vote or to direct the vote:
       
     
0
       
   
(iii)
Sole power to dispose or to direct the disposition of:
       
     
10,262,565
       
   
(iv)
Shared power to dispose or to direct the disposition of:
       
     
0
       
 
Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to two Delaware limited partnership, four Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Douglas Silverman, a United States citizen, and Alexander Klabin, a United States citizen, have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.
   

   
____________________
 
1 The aggregate amount of Common Stock beneficially owned by Senator Investment Group LP (“Senator”) is comprised of 5,929,231 shares of currently issued and outstanding Common Stock and 4,333,334 shares of Common Stock issuable upon the conversion of the Issuer’s Convertible Subordinated Note held by Senator.

2 All ownership percentages reported herein are based on 54,568,448 shares of the Issuer’s Common Stock issued and outstanding as of February 1, 2012, as reported by the Issuer in its transitional report on Form 10-K for the transitional period of June 1, 2011 to November 30, 2011 (the “Form 10-KT”), 583,033 shares of the Issuer’s exchangeable shares, as of February 1, 2012 (other than shares held by the Issuer’s subsidiary) (the “Exchangeable Shares”) issued and outstanding, as reported by the Issuer in its Form 10-KT and 4,333,334 shares of Common Stock issuable upon the conversion of the Issuer’s Convertible Subordinated Note held by Senator.


 
 
 

CUSIP NO.  00187E203
SCHEDULE 13G
Page 5 of 6 Pages



Item 5.
Ownership of Five Percent or Less of a Class:
   
 
N/A
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares reported herein as held for the account or benefit of the Funds, in accordance with their respective ownership interests in the Funds.
   
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 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 such purpose or effect.


 
 
 

CUSIP NO.  00187E203
SCHEDULE 13G
Page 6 of 6 Pages



SIGNATURES

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

Date as of March 29, 2012
SENATOR INVESTMENT GROUP LP
   
 
By:    Edward Larmann
 
         Chief Financial Officer
   
 
By:    /s/ Edward Larmann