Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

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

PURSUANT TO 13d-2(b)

(Amendment No. 2)*

 

 

Atlantic Alliance Partnership Corp.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G04897 107

(CUSIP Number)

May 1, 2016

(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 persons 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 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 (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).

 

 

 

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CUSIP No. G04897 107		13G		Page 1 of 11

 

1		NAMES OF REPORTING PERSONS   Silver Rock Financial GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   754,907
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   754,907
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   754,907
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.3%*
12		TYPE OF REPORTING PERSON   OO (Delaware limited liability company)

 

*	Based on 10,387,813 Ordinary Shares outstanding as of May 13, 2016, as reported on the Issuers Quarterly Report on Form 10-Q filed May 13, 2016.

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CUSIP No. G04897 107		13G		Page 2 of 11

 

1		NAMES OF REPORTING PERSONS   Silver Rock Financial LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   754,907
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   754,907
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   754,907
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.3%*
12		TYPE OF REPORTING PERSON   PN (Delaware limited partnership)

 

*	Based on 10,387,813 Ordinary Shares outstanding as of May 13, 2016, as reported on the Issuers Quarterly Report on Form 10-Q filed May 13, 2016.

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CUSIP No. G04897 107		13G		Page 3 of 11

 

1		NAMES OF REPORTING PERSONS   Silver Rock Financial LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN 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
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   OO (Delaware limited liability company)

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CUSIP No. G04897 107		13G		Page 4 of 11

 

1		NAMES OF REPORTING PERSONS   Mounte LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN 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
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   OO (Delaware limited liability company)

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CUSIP No. G04897 107		13G		Page 5 of 11

 

1		NAMES OF REPORTING PERSONS   Ralph Finerman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12		TYPE OF REPORTING PERSON   IN

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CUSIP No. G04897 107		13G		Page 6 of 11

 

1		NAMES OF REPORTING PERSONS   Carl Meyer
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   754,907
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   754,907
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   754,907
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   7.3%*
12		TYPE OF REPORTING PERSON   IN

 

*	Based on 10,387,813 Ordinary Shares outstanding as of May 13, 2016, as reported on the Issuers Quarterly Report on Form 10-Q filed May 13, 2016.

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Item 1.

 

(a)

Name of Issuer:

Atlantic Alliance Partnership Corp.

 

(b)

Address of Issuers Principal Executive Offices:

590 Madison Avenue

New York, NY 10022

 

Item 2.

 

(a)

Name of Person Filing:

This statement is filed on behalf of Silver Rock Financial GP LLC (SRF-GP), Silver Rock Financial LP (SRF-LP), Silver Rock Financial LLC (SRF-LLC), Mounte LLC (Mounte), Ralph Finerman and Carl Meyer, each of whom is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons.

 

(b)

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

The business address of SRF-LLC, Mounte and Mr. Finerman is 1250 Fourth Street, Suite 550, Santa Monica, California 90401. The business address of each other Reporting Person is 2425 Olympic Blvd., Suite 4060W, Santa Monica, California 90404.

 

(c)

Citizenship:

SRF-GP, SRF-LP, SRF-LLC and Mounte are organized under the laws of the state of Delaware. Ralph Finerman and Carl Meyer each is a citizen of the United States.

 

(d)

Title of Class of Securities:

Ordinary Shares, no par value

 

(e)

CUSIP Number:

G04897 107

 

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.

 

Page 7 of 11

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Item 4.

Ownership.

Ownership (a-c)

Following an internal reorganization, all of the 622,076 Ordinary Shares previously held by SRF-LLC were contributed in an in-kind distribution to Silver Rock Opportunistic Credit Fund LP, a Cayman Islands limited partnership (Master Fund), and SRF-LP entered into an investment management agreement with Master Fund, which provides that SRF-LP shall have the exclusive power to vote and dispose of the Ordinary Shares held directly by Master Fund. SRF-LLC no longer has beneficial ownership of any Ordinary Shares.

Mounte holds directly 132,831 Ordinary Shares. SRF-LP has entered into an investment management agreement with Mounte, which provides that, for a period of two years, SRF-LP shall have the exclusive power to vote and dispose of the Ordinary Shares held directly by Mounte. Mounte no longer has beneficial ownership of any Ordinary Shares.

As a result of the foregoing, SRF-LP may be deemed to be the beneficial owner of the 622,076 Ordinary Shares held directly by Master Fund and the 132,831 Ordinary Shares held directly by Mounte. SRF-GP is the general partner of SRF-LP and, in such capacity, may be deemed to share beneficial ownership of all of the Ordinary Shares owned beneficially by SRF-LP.

Mr. Carl Meyer was the Chief Investment Officer of SRF-LLC and in such capacity previously reported beneficial ownership of the Ordinary Shares held directly by each of SRF-LLC and Mounte. Mr. Meyer is the sole member of SRF-GP and as a result controls the investment activities of SRF-GP and SRF-LP, and in such capacity Mr. Meyer may be deemed to share beneficial ownership of all of the 754,907 Ordinary Shares owned beneficially by SRF-GP and SRF-LP.

The 754,907 Ordinary Shares that may be deemed to be beneficially owned by SRF-GP, SRF-LP and Mr. Meyer represent 7.3% of the outstanding Ordinary Shares, based upon 10,387,813 Ordinary Shares outstanding as of May 13, 2016, as reported on the Issuers Quarterly Report on Form 10-Q filed May 13, 2016.

Mr. Ralph Finerman previously served on the Investment Committee of SRF-LLC and serves as the manager of Mounte, and in such capacities previously reported beneficial ownership of the Ordinary Shares held directly by each of SRF-LLC and Mounte. Mr. Finerman no longer has beneficial ownership of any Ordinary Shares.

 

Item 5.

Ownership of Five Percent or Less of a Class.

This statement is being filed to report the fact that as of May 1, 2016, each of SRF-LLC, Mounte and Mr. Finerman has ceased to be the beneficial owner of more than 5% of the Ordinary Shares.  x

 

Page 8 of 11

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Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

As the direct holders of the Ordinary Shares described in this statement, Master Fund and Mounte have the right to receive the proceeds from the sale of the Ordinary Shares which they hold directly.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

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 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, other than activities solely in connection with a nomination under 240.14a-11.

 

Page 9 of 11

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SIGNATURES

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

Dated: June 20, 2016

 

 

Page 10 of 11

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LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement.

 

Page 11 of 11