- Amended Statement of Ownership (SC 13G/A)
February 10 2012 - 2:07PM
Edgar (US Regulatory)
<SEQUENCE>1
<FILENAME>mshl_sc13ga.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Marshall Edwards, Inc.
(Name of Issuer)
Common Stock, par value 0.00000002 per share
(Title of Class of Securities)
572322402
(CUSIP Number)
December 31, 2011
(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
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
("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).
Page 1 of 6 Pages
CUSIP No. 572322402 13G/A Page 2 of 6 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities
are subject to a 9.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
|
CUSIP No. 572322402 13G/A Page 3 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 9.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
|
CUSIP No. 572322402 13G/A Page 4 of 6 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
417,609 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,150,832 shares of Common Stock
Series A Warrants to purchase up to 1,125,282 shares of Common Stock, which
expire on 11/18/16 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities
are subject to a 9.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and
do not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
|
CUSIP No. 572322402 13G/A Page 5 of 6 Pages
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This Amendment No. 1 (this "Amendment") amends the statement on
Schedule 13G filed on August 3, 2011 (the "Original Schedule" as amended,
the "Schedule 13G") with respect to the shares of common stock, $0.00000002
par value per share, (the "Common Stock") of Marshall Edwards, Inc., a
Delaware corporation (the "Company"). Capitalized terms used herein and
not otherwise defined in this Amendment have the meanings set forth in the
Schedule 13G. This Amendment amends and restates Item 4 in it's entirety.
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.
The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The percentage set forth in Row (11) of the cover page for each
Reporting Person is based on 14,668,744 shares of Common Stock outstanding
as of February 9, 2012, as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2011, filed with the
Securities and Exchange Commission on February 9, 2012 and assumes the
exercise of the reported warrants (the "Reported Warrants") subject to the
Blocker (as defined below).
Pursuant to the terms of the Reported Warrants, the Reporting Persons
cannot exercise any of the Reported Warrants until such time as the
Reporting Persons would not beneficially own, after any such exercise, more
than 9.99% of the outstanding Common Shares (the 'Blocker').
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of
all Common Shares held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as
the managing member of Hudson Bay Capital GP LLC, which is the general
partner of the Investment Manager. Each of Hudson Bay Master Fund Ltd. and
Mr. Gerber disclaims beneficial ownership of these securities. Hudson Bay
Master Fund Ltd. is named as Reporting Person herein solely to report the
securities held in its name.
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CUSIP No. 572322402 13G/A Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 10, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-18185924.2
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