-----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, R9M6bx5UdQpxovt0M9bEdgq1h2sZIRhwQWAOxox1wDK20wkyxmkpp2x692DD8vPZ TC0IL0FdutAFfGBhKZiIMA== 0001104659-10-006088.txt : 20100210 0001104659-10-006088.hdr.sgml : 20100210 20100210162030 ACCESSION NUMBER: 0001104659-10-006088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100210 DATE AS OF CHANGE: 20100210 GROUP MEMBERS: KNOTT PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Essex Rental Corp. CENTRAL INDEX KEY: 0001373988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 205415048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82673 FILM NUMBER: 10588129 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Hyde Park Acquisition CORP DATE OF NAME CHANGE: 20070216 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition Corp. II DATE OF NAME CHANGE: 20060828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Knott Partners Offshore Master Fund LP CENTRAL INDEX KEY: 0001423790 IRS NUMBER: 050521400 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CO WALKERS SPV LTD WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGETOWN STATE: E9 ZIP: KY1 9002 BUSINESS PHONE: 5163640303 MAIL ADDRESS: STREET 1: CO DORSET MANAGEMENT CORP STREET 2: 485 UNDERHILL BLVD SUITE 205 CITY: SYOSSET STATE: NY ZIP: 11791 SC 13G/A 1 a10-3515_8sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

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

PURSUANT TO RULE 13d-2(b)
(Amendment No. 4)(1)

 

Essex Rental Corp.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

448638205

(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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


(1)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 (the “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. 448638205

13G

 

 

1.

Name of Reporting Persons
Knott Partners Offshore Master Fund, L.P.

I.R.S. Identification No. of Above Persons (Entities Only)

41-2221142

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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:
1,413,800

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
1,413,800

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,413,800

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
9.5%

 

 

12.

Type of Reporting Person*
PN

 

2



 

CUSIP No. 448638205

13G

 

 

1.

Name of Reporting Persons
Knott Partners, L.P.

I.R.S. Identification No. of Above Persons (Entities Only)

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
1,947,600

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
1,947,600

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,947,600

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
13.0%

 

 

12.

Type of Reporting Person*
PN

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

3



 

 

Item 1(a)                        Name of Issuer:

 

Item 1(b)                        Address of Issuer’s Principal Executive offices:

 

Item 2(a)                        Name of Person(s) Filing:

 

Item 2(b)                        Address of Principal Business Office or, if none, residence:

 

Item 2(c)                        Citizenship or Place of Organization

 

Item 2(d)                        Title of Class of Securities:

 

Item 2(e)                        CUSIP Number:

 

Item 3

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

 

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan, or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F);

 

(g)

o

A parent holding company, or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

 

Item 4

Ownership:

 

Knott Partners Offshore Master Fund, L.P.; and Knott Partners, L.P.: see Rows 5 through 9 and 11 on pages 2 through 3.

 

As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the number of shares of Common Stock of Essex Rental Corp (the “Company”) set forth on Row 9 of the tabular presentation in this Schedule 13G for such Reporting Person, which shares are a constituent part of or trade separately from the Company’s Units (“Units”), of which each Reporting Person may be deemed to hold the number set forth on such respective Row 11.  Each Unit consists of (i) one share of Common Stock and (ii) one Warrant (“Warrant”).  Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $5.00.  Each Warrant became exercisable on the Company’s

 

4



 

 

completion of a business combination on October 31, 2008, and will expire on March 4, 2011, or earlier upon redemption.

 

Item 5

Ownership of Five Percent or Less of a Class

 

This statement also reflects the fact that as of the date hereof the following Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, as reported on Rows 5 through 9 and 11 on pages 2-3:

 

Shoshone Partners, L.P

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Item 8

Identification and Classification of Members of the Group

 

Item 9

Notice of Dissolution of Group

 

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.

 

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

 

 

February 10, 2010

 

Date

 

 

 

KNOTT PARTNERS OFFSHORE MASTER FUND, L.P.
KNOTT PARTNERS, L.P.
By: Knott Partners Management, LLC,
as General Partner

 

 

 

By:

/s/David M.Knott

 

David M. Knott, as Managing Member

 

5


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