SC 13G/A 1 a16-4053_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

(Amendment No. 1)*

 

STRAIGHT PATH COMMUNICATIONS INC.

(Name of Issuer)

 

Class B Common Stock, par value $0.01

(Title of Class of Securities)

 

862578101

(CUSIP Number)

 

December 31, 2015

(Date of Event Which Requires the 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)

 

* 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 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)

 



 

CUSIP No. 862578101

13 G

 

 

 

1

Name of Reporting Person
Broadbill Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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
0

 

6

Shared Voting Power
0 **see Note 1**

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0 **see Note 1**

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 **see Note 1**

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0 %

 

 

12

Type of Reporting Person
PN

 

2



 

CUSIP No. 862578101

13 G

 

 

 

1

Name of Reporting Person
Broadbill Partners II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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
0

 

6

Shared Voting Power
0 **see Note 1**

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0 **see Note 1**

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 **see Note 1**

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0 %

 

 

12

Type of Reporting Person
PN

 

3



 

CUSIP No. 862578101

13 G

 

 

 

1

Name of Reporting Person
Broadbill Investment Partners, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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
0

 

6

Shared Voting Power
0 **see Note 1**

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0 **see Note 1**

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 **see Note 1**

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0 %

 

 

12

Type of Reporting Person
IA; PN

 

4



 

CUSIP No. 862578101

13 G

 

 

 

1

Name of Reporting Person
Broadbill Partners GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(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
0

 

6

Shared Voting Power
0 **see Note 1**

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0 **see Note 1**

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 **see Note 1**

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0 %

 

 

12

Type of Reporting Person
HC; OO

 

5



 

CUSIP No. 862578101

13 G

 

 

Item 1.

 

(a)

Name of Issuer:
Straight Path Communications Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
5300 Hickory Park Drive, Suite 218

Glen Allen, Virginia 23059

 

Item 2.

 

(a)

Name of Person Filing:
Broadbill Partners, L.P. (“Broadbill LP”)

Broadbill Partners II, L.P. (“Broadbill II LP”)

Broadbill Investment Partners, LLC (“Broadbill Investment LLC”)

Broadbill Partners GP, LLC (“Broadbill Partners”)

 

Collectively, Broadbill LP, Broadbill II LP, Broadbill Investment LLC and Broadbill Partners are referred to herein as the “Reporting Persons”.

 

(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is  Broadbill Investment Partners, LLC, 20 W. 22nd Street, Suite 816, New York, New York 10010.

 

(c)

Citizenship:
The place of organization of each of the Reporting Persons is:

 

State of Delaware, U.S.A.

 

(d)

Title of Class of Securities:
Class B Common Stock, par value $0.01 per share (“Common Stock”)

 

(e)

CUSIP Number:
862578101

 

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:

 

Not applicable.

 

6



 

CUSIP No. 862578101

13 G

 

 

 

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.

 

(a)

Amount beneficially owned:   

Broadbill LP:                                        0

Broadbill II LP:                                    0

Broadbill Investment LLC:               0

Broadbill Partners:                               0

 

**see Note 1**

 

(b)

Percent of class:   

Broadbill LP:                                        0%

Broadbill II LP:                                    0%

Broadbill Investment LLC:               0%

Broadbill Partners:                               0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

0

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

**see Note 1**

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

**see Note 1**

 


**  Note 1**

As of December 31, 2015, Broadbill LP and Broadbill II LP have disposed of all the shares of Common Stock held by them.  Broadbill Investment LLC serves as the Investment Manager for Broadbill LP and Broadbill II LP.  Broadbill Partners serves as the General Partner of Broadbill LP and Broadbill II LP.  Each of Broadbill Investment LLC and Broadbill Partners may be deemed pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to beneficially own the shares of Common Stock held by Broadbill LP and Broadbill II LP, if any.  Each of Broadbill Investment LLC and Broadbill Partners disclaim beneficial ownership of any shares of Common Stock, and the filing of this Statement shall not be construed as an admission that each of Broadbill Investment LLC and Broadbill Partners is the beneficial owner of such shares.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x.

 

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.

See Exhibit I

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

7



 

CUSIP No. 862578101

13 G

 

 

 

Item 10.

Certifications

By signing below the undersigned certify that, to the best of their 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 of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2016

 

 

BROADBILL PARTNERS, L.P.

 

 

 

By:

Broadbill Partners GP, LLC, as General Partner

 

 

 

 

By:

/s/ Jeffrey Magee

 

 

Name:

Jeffrey Magee

 

 

Title:

Chief Operating Officer

 

 

 

 

 

BROADBILL PARTNERS II, L.P.

 

 

 

By:

Broadbill Partners GP, LLC, as General Partner

 

 

 

 

By:

/s/ Jeffrey Magee

 

 

Name:

Jeffrey Magee

 

 

Title:

Chief Operating Officer

 

 

 

BROADBILL INVESTMENT PARTNERS, LLC

 

 

 

By:

/s/ Jeffrey Magee

 

 

Name:

Jeffrey Magee

 

 

Title:

Chief Operating Officer

 

 

 

 

 

BROADBILL PARTNERS GP, LLC

 

 

 

By:

/s/ Jeffrey Magee

 

 

Name:

Jeffrey Magee

 

 

Title:

Chief Operating Officer

 

8



 

CUSIP No. 862578101

13 G

 

 

EXHIBIT INDEX

 

Exhibit I  — Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Exhibit II  — Joint Filing Agreement (previously filed with the Schedule 13G filed by the Reporting Persons on March 13, 2015)

 

9



 

CUSIP No. 862578101

13 G

 

 

EXHIBIT I

 

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Broadbill Investment LLC serves as the Investment Manager for Broadbill LP and Broadbill II LP, and is therefore a control person of Broadbill LP and Broadbill II LP.  Broadbill Partners serves as the General Partner of Broadbill LP and Broadbill II LP, and is therefore a control person of Broadbill LP and Broadbill II LP.  Each of Broadbill Investment LLC and Broadbill Partners may be deemed the beneficial owner of any shares of Common Stock held by Broadbill LP and Broadbill II LP.

 

10