Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)

 

EMERGENT CAPITAL, INC.

(Name of Issuer)

 

Common Stock, $0.01 Par Value Per Share

(Title and Class of Securities)

 

29102N105

(CUSIP Number)

 

December 31, 2018

(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)

 

 

 

CUSIP No. 29102N105

Page 2 of 8 Pages

 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   North Star Partners, L.P. 13-3863788
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
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   11,873,776 Shares (1)
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   11,873,776 Shares (1)
	8	SHARED DISPOSITIVE POWER   0

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,873,776 Shares (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.3% (1)
12	TYPE OF REPORTING PERSON   PN

 

(1) Includes 4,906,847 Shares issuable upon the conversion of the Issuer’s 5.0% Convertible Notes due 2023 (“Notes”).

 

 

CUSIP No. 29102N105

Page 3 of 8 Pages

 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   NS Advisors, LLC 03-0439233
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Connecticut

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   11,873,776 Shares (1) (2)
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   11,873,776 Shares (1) (2)
	8	SHARED DISPOSITIVE POWER   0

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,873,776 Shares (1) (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.3% (1) (2)
12	TYPE OF REPORTING PERSON   OO

 

(1) Includes 4,906,847 Shares issuable upon the conversion of the Issuer's Notes.

(2) NS Advisors, LLC holds an indirect beneficial interest in the Shares and Notes which are directly beneficially owned by North Star Partners, L.P.

 

 

CUSIP No. 29102N105

Page 4 of 8 Pages

 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Andrew R. Jones
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x Reporting Person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   12,408,879 (1) (2)
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   12,408,879 (1) (2)
	8	SHARED DISPOSITIVE POWER   0

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,408,879 (1) (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   £
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.6% (1) (2)
12	TYPE OF REPORTING PERSON   IN

 

(1) Includes 5,179,450 Shares issuable upon the conversion of the Issuer's Notes.

(2) Mr. Jones may be deemed to hold an indirect beneficial interest in the Shares and Notes, which are directly beneficially owned by North Star Partners, L.P. because he is the managing member of NS Advisors, LLC which is the general partner of North Star Partners, L.P. Mr. Jones disclaims any beneficial ownership of the shares of Common Stock covered by this Statement in which he does not have a pecuniary interest. Mr. Jones’ personal account includes 262,500 Shares and 272,603 Shares issuable upon the conversion of the Issuer's Notes.

 

 

CUSIP No. 29102N105

Page 5 of 8 Pages

 

Item 1(a).

Name of Issuer:

 

Emergent Capital, Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

5355 Town Center Road, Suite 701, Boca Raton, Florida 33486

 

Item 2(a).

Name of Person Filing:

 

	North Star Partners, L.P. (“Partners”)
	NS Advisors, LLC (“Advisors”)
	Andrew R. Jones

  

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

274 Riverside Avenue, Westport, CT 06880

 

Item 2(c).

Citizenship:

 

	Partners is a Delaware limited partnership.
	Advisors is a Connecticut limited liability company.
	Mr. Jones is a United States citizen.

  

 

CUSIP No. 29102N105

Page 6 of 8 Pages

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.01 Par Value Per Share.

 

Item 2(e).	CUSIP Number: 29102N105
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:

 

(a)		¨	Broker or Dealer registered under Section 15 of the Act.
(b)		¨	Bank as defined in Section 3(a)(6) of the Act.
(c)		¨	Insurance Company as defined in Section 3(a)(19) of the Act.
(d)		¨	Investment Company registered under Section 8 of the Investment Company Act.
(e)		¨	Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)		¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)		¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)		¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)		¨	A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940.
(j)		¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
			If this Statement is filed pursuant to Rule 13d-1(c), check this box  ¨.

 

 

CUSIP No. 29102N105

Page 7 of 8 Pages

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned by all Reporting Persons:

 

As of December 31, 2018, the Reporting Persons may be deemed to be the beneficial owner of 12,408,879 Shares, which includes 7,229,429 Shares and 5,179,450 Shares issuable upon the conversion of the Issuer's Notes.

 

(b)

Percent of Class:

 

As of December 31, 2018, the Reporting Persons may be deemed to be the beneficial owner of 7.6% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 10-Q filed November 16, 2018, there were 158,125,928 Shares outstanding as of November 15, 2018).

 

(c)

Number of Shares as to which the Reporting Persons have:

 

(i)

Sole power to vote or to direct the vote: 12,408,879

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 12,408,879

(iv)

Shared Power to dispose or to direct the disposition of: 0

 

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. ¨.

 

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.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Item 2(a)-(c). In 2017, North Star Partners II, L.P. merged into North Star Partners, L.P. All of the interests that were beneficially owned by North Star Partners II, L.P. are now beneficially owned by North Star Partners, L.P.

 

 

CUSIP No. 29102N105

Page 8 of 8 Pages

 

Item 9.	Notice of Dissolution of Group.   Not Applicable.
Item 10.	Certifications.   By signing below, I certify 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
Date: February 14, 2019	NORTH STAR PARTNERS, L.P.
	By:	NS Advisors, LLC, General Partner
		By:	/s/ Andrew R. Jones
			Andrew R. Jones, Managing Member
	NS ADVISORS, LLC
	By:	/s/ Andrew R. Jones
		Andrew R. Jones, Managing Member
		/s/ Andrew R. Jones
		Andrew R. Jones, Individually