Daniel Gold‘s QVT Financial has recently disclosed its stake in pdvWireless Inc (NASDAQ:PDVW) via a 13G filing with the US Securities and Exchange Commission. The filing showed that QVT Financial holds a passive stake that contains 864,301 shares of pdvWireless, representing 6.05% of the company’s outstanding stock. The position is held as of the end of the last year.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| QVT Financial | 0 | 864,301 | 0 | 864,301 | 864,301 | 6.05% |
| QVT Financial GP | 0 | 864,301 | 0 | 864,301 | 864,301 | 6.05% |
| QVT Associates GP | 0 | 864,301 | 0 | 864,301 | 864,301 | 6.05% |
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Page 1 of 9 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
pdvWireless,
Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
69290R104
(CUSIP Number)
December 31, 2015
(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)
¨ Rule 13d-1(c)
x 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 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).
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Page 2 of 9 SEC Filing
| CUSIP No. 69290R104 |
| 1. | Names of QVT Financial LP | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 864,301 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 864,301 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 864,301 | |||||
| 10. | Check if the Aggregate Amount in Row | |||||
| 11. | Percent of Class Represented by Amount 6.05% | |||||
| 12. | Type of Reporting Person (See PN | |||||
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Page 3 of 9 SEC Filing
| CUSIP No. 69290R104 |
| 1. | Names of QVT Financial GP LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 864,301 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 864,301 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 864,301 | |||||
| 10. | Check if the Aggregate Amount in Row | |||||
| 11. | Percent of Class Represented by Amount 6.05% | |||||
| 12. | Type of Reporting Person (See OO | |||||
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Page 4 of 9 SEC Filing
| CUSIP No. 69290R104 |
| 1. | Names of QVT Associates GP LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 864,301 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 864,301 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 864,301 | |||||
| 10. | Check if the Aggregate Amount in Row | |||||
| 11. | Percent of Class Represented by Amount 6.05% | |||||
| 12. | Type of Reporting Person (See OO | |||||
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Page 5 of 9 SEC Filing
| Item 1(a). | Name of Issuer | |
| pdvWireless, Inc. (the Issuer) | ||
| Item 1(b). | Address of Issuers Principal Executive Offices | |
| The address of the Issuers principal executive offices is: | ||
| 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey, 07424, United States | ||
| Item 2(a). | Name of Person Filing | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence | |
| Item 2(c). | Citizenship | |
| QVT Financial LP | ||
| 1177 Avenue of the Americas, 9th Floor | ||
| New York, New York 10036 | ||
| Delaware Limited Partnership | ||
| QVT Financial GP LLC | ||
| 1177 Avenue of the Americas, 9th Floor | ||
| New York, New York 10036 | ||
| Delaware Limited Liability Company | ||
| QVT Associates GP LLC | ||
| 1177 Avenue of the Americas, 9th Floor | ||
| New York, New York 10036 | ||
| Delaware Limited Liability Company | ||
| Item 2(d). | Title of Class of Securities | |
| Common stock, $0.0001 par value per share (the Common Stock). | ||
| Item 2(e). | CUSIP Number | |
| The CUSIP number of the Common Stock is 69290R104. | ||
| 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: | |
| (a) | [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
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Page 6 of 9 SEC Filing
| (f) | [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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 (15 U.S.C. 80a-3); | |
| (j) | [ ] A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); | |
| (k) | [ ] Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution: . | |
| Item 4. | Ownership. | |
| (a) | Amount beneficially owned: | |
| QVT Financial LP (QVT Financial) is the investment manager for private investment funds (collectively, the Funds). The Funds aggregately beneficially own 864,301 shares of Common Stock. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 864,301 shares of Common Stock, consisting of the shares beneficially owned by the Funds. | ||
| QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Funds, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Funds, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 864,301 shares of Common Stock. | ||
| The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of 14,291,662 shares of Common Stock outstanding, which was the total number of shares issued and outstanding reported in the Issuers Quarterly Report on Form 10-Q, for the quarterly period ended December 31, 2015, filed with the Securities and Exchange Commission on February 16, 2016. | ||
| (b) | Percent of class: | |
| See Item 11 of the Cover Pages to this Schedule 13G. | ||
| (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 | ||
| See item (a) above. | ||
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Page 7 of 9 SEC Filing
| (iii) Sole power to dispose or to direct the disposition of | ||
| 0 | ||
| (iv) Shared power to dispose or to direct the disposition of | ||
| See item (a) above. | ||
| 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 |
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.
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Page 8 of 9 SEC Filing
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 17, 2016
| QVT FINANCIAL LP | QVT ASSOCIATES GP LLC | |||||||
| By QVT Financial GP LLC, its | ||||||||
| By: | /s/ Tracy Fu | By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Meg Eisner | By: | /s/ Meg Eisner | |||||
| Name: | Meg Eisner | Name: | Meg Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
| QVT FINANCIAL GP LLC | ||
| By: | /s/ Tracy Fu | |
| Name: | Tracy Fu | |
| Title: | Managing Member | |
| By: | /s/ Meg Eisner | |
| Name: | Meg Eisner | |
| Title: | Authorized Signatory | |
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Page 9 of 9 SEC Filing
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby
agree that the statement on Schedule 13G filed herewith (and any amendments thereto) signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: February 17, 2016
| QVT FINANCIAL LP | QVT ASSOCIATES GP LLC | |||||||
| By QVT Financial GP LLC, its | ||||||||
| By: | /s/ Tracy Fu | By: | /s/ Tracy Fu | |||||
| Name: | Tracy Fu | Name: | Tracy Fu | |||||
| Title: | Managing Member | Title: | Managing Member | |||||
| By: | /s/ Meg Eisner | By: | /s/ Meg Eisner | |||||
| Name: | Meg Eisner | Name: | Meg Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
| QVT FINANCIAL GP LLC | ||
| By: | /s/ Tracy Fu | |
| Name: | Tracy Fu | |
| Title: | Managing Member | |
| By: | /s/ Meg Eisner | |
| Name: | Meg Eisner | |
| Title: | Authorized Signatory | |
