-----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, D8It3o+ggNsOsGHAwyAlYXXU9JuteUYDZ5kI0Y0hjfHJhwdDxjhSfAMdCRGPBAaH RenZ72udlv6SrZ7xM1CIHg== 0000897423-10-000021.txt : 20100201 0000897423-10-000021.hdr.sgml : 20100201 20100201165848 ACCESSION NUMBER: 0000897423-10-000021 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100120 FILED AS OF DATE: 20100201 DATE AS OF CHANGE: 20100201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q4 Funding LP CENTRAL INDEX KEY: 0001365089 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564028 BUSINESS ADDRESS: STREET 1: 301 Commerce St St 3200 CITY: Fort Worth STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: 301 Commerce St St 3200 CITY: Fort Worth STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CEDAR FAIR L P CENTRAL INDEX KEY: 0000811532 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 341560655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CEDAR POINT DRIVE CITY: SANDUSKY STATE: OH ZIP: 44870 BUSINESS PHONE: 4196260830 MAIL ADDRESS: STREET 1: ONE CEDAR POINT DRIVE CITY: SANDUSKY STATE: OH ZIP: 44870 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAYNOR GEOFFREY CENTRAL INDEX KEY: 0001199406 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564025 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q Funding III, L.P. CENTRAL INDEX KEY: 0001481617 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564031 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prufrock Onshore, L.P. CENTRAL INDEX KEY: 0001481732 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564030 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J Alfred Onshore, LLC CENTRAL INDEX KEY: 0001481825 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564029 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Star Spangled Sprockets, L.P. CENTRAL INDEX KEY: 0001481887 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564027 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Excalibur Domestic, LLC CENTRAL INDEX KEY: 0001481891 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09444 FILM NUMBER: 10564026 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-332-9500 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-01-20 0 0000811532 CEDAR FAIR L P FUN 0001481617 Q Funding III, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001481732 Prufrock Onshore, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001481825 J Alfred Onshore, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001365089 Q4 Funding LP 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001481887 Star Spangled Sprockets, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001481891 Excalibur Domestic, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 0001199406 RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH TX 76102 0 0 1 0 Units Representing Limited Partner Interests 5576069 D Units Representing Limited Partner Interests 428987 D Equity Swap 11.26 2010-01-20 2012-07-09 Units Representing Limited Partner Interests 31400 I See footnote Equity Swap 11.93 2010-01-20 2012-07-09 Units Representing Limited Partner Interests 228600 I See footnote Equity Swap 11.97 2010-01-20 2012-07-09 Units Representing Limited Partner Interests 290900 I See footnote The Units are held directly by Q Funding III, L.P. ("Q3"). J Alfred Onshore, LLC ("J Alfred") is the general partner of Prufrock Onshore, L.P. ("Prufrock"), which is the general partner of Q3. Geoffrey P. Raynor ("Raynor") is the person who controls J Alfred. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Filing Act of 1934, each of J Alfred, Prufrock and Raynor is deemed to be the beneficial owner of any Units beneficially owned by Q3 only to the extent of the greater of his or its respective direct or indirect interest. The Units are held directly by Q4 Funding, L.P. ("Q4"). Excalibur Domestic, LLC ("Excalibur") is the general partner of Star Spangled Sprockets, L.P. ("Star"), which is the general partner of Q4. Raynor is the person who controls Excalibur. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Filing Act of 1934, each of Excalibur, Star and Raynor is deemed to be the beneficial owner of any Units beneficially owned by Q4 only to the extent of the greater of his or its respective direct or indirect interest. January 25, 2010 is the Date of Event requiring Q4 to file on Form 3. Raynor, one of the reporting persons, holds an interest in the equity swap transactions reported herein. The equity swaps were entered into by Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2 Investments, LDC. Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated and Raynor is the sole shareholder of Scepter. Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $353,564.00, representing $11.26 per Unit for the 31,400 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 31,400 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units. Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $2,727,198.00, representing $11.93 per Unit for the 228,600 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 228,600 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units. Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $3,482,073.00, representing $11.97 per Unit for the 290,900 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 290,900 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units. Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P., general partner of Q Funding III, L.P. 2010-02-01 Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P. 2010-02-01 Brandon Teague, Director of Trading for J Alfred Onshore, LLC 2010-02-01 Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P., general partner of Q4 Funding, L.P. 2010-02-01 Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P. 2010-02-01 Brandon Teague, Director of Trading for Excalibur Domestic, LLC 2010-02-01 Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor 2010-02-01 -----END PRIVACY-ENHANCED MESSAGE-----