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Filing Details

Accession Number:: 0000897069-20-000121
Form Type:: 13G Filing
Publication Date:: 2020-02-14 16:38:03

Filed By:: Asher Daniel
Company:: Vivaldi Opportunities Fund
Filing Date:: 2020-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Daniel Asher Revocable Trust	0	0	0	0	0	0%
Daniel Asher Descendants Trust	0	0	0	0	0	0%
Castle Creek Fund	708,267	0	708,267	0	708,267	12.4%
Castle Creek Partners	0	708,267	0	708,267	708,267	12.4%
Braeside Trust	0	0	0	0	0	0%
Daniel Asher	0	2,399,832	0	2,399,832	2,399,832	42.0%
AFO Blackberry	0	1,691,565	0	1,691,565	1,691,565	29.6%
AFOB FIP MS	0	1,691,565	0	1,691,565	1,691,565	29.6%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Vivaldi Opportunities Fund

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

92853C207

(CUSIP Number)

December 31, 2019

(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)

☒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).

1	NAME OF REPORTING PERSONS Daniel Asher Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSONS Daniel Asher Descendants Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSONS Castle Creek Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 708,267
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 708,267
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 708,267
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSONS Castle Creek Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 708,267
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 708,267
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 708,267
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSONS Braeside Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSONS Daniel Asher
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
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 0
		6	SHARED VOTING POWER 2,399,832
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,399,832
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,399,832
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 42.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

1	NAME OF REPORTING PERSONS AFO Blackberry LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
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 0
		6	SHARED VOTING POWER 1,691,565
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,691,565
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,691,565
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 29.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSONS AFOB FIP MS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) ☐ (b) ☒
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 0
		6	SHARED VOTING POWER 1,691,565
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,691,565
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,691,565
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable				☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 29.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

SCHEDULE 13G

Item 1(a).

Name of Issuer:

Vivaldi Opportunities Fund (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

Item 2(a).

Name of Person Filing:

The persons filing this Schedule 13G are:

Daniel Asher Revocable Trust

Daniel Asher Descendant Trust

Castle Creek Fund, L.P.

Castle Creek Partners, LLC

Braeside Trust

Daniel Asher

AFO Blackberry LLC

AFOB FIP MS, LLC

Item 2(b).

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

111 W Jackson Blvd

20^th Floor

Chicago, IL 60604

Item 2(c).

Citizenship:

Daniel Asher Revocable Trust - Illinois

Daniel Asher Descendant Trust - Illinois

Castle Creek Fund, L.P. – Illinois

Castle Creek Partners, LLC - Illinois

Braeside Trust - Illinois

Daniel Asher – United States

AFO Blackberry LLC - Delaware

AFOB FIP MS, LLC - Delaware

Item 2(d).

Title of Class of Securities:

Common Stock, $.0001

Item 2(e).

CUSIP Number:

92853C207

Item 3.

If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.

Ownership:

(a)

Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

As the grantor of the Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust, and the Braeside Trust, Daniel Asher has certain authority to appoint trustees and investment advisors, and may be deemed to control these entities and share voting and dispositive power over the shares held by these entities. Daniel Asher owns in excess of 40% of, and controls the General Partner (namely Castle Creek Partners, LLC) to, Castle Creek Fund, L.P., and may be deemed to control Fund and share voting and dispositive power over the shares held by the Fund.

AFO Blackberry LLC is the managing member of AFOB FIP MS, LLC, and Daniel Asher is deemed to control AFO Blackberry LLC. The Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust and the Braeside Trust transferred all of their shares of Common Stock to AFOB FIP MS, LLC, for no consideration. The Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust and the Braeside Trust are no longer reporting persons.

Item 5.

Ownership of Five Percent or Less of a Class:

This statement is being filed, in part, to report the fact that as of the date hereof the Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust and the Braeside Trust have ceased to be the beneficial owner of more than five percent of the class of securities: ☒

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 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:

Not Applicable

Exhibits.

99.1

Joint Filing Agreement (previously filed as Exhibit 99.1 to the reporting parties’ Schedule 13G filed April 4, 2019).

[Signatures follow on the next page.]

SIGNATURES

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.

Date: February 14, 2020

	Daniel Asher Revocable Trust /s/ Daniel Asher By: Daniel Asher Its: Trustee
	Daniel Asher Descendant Trust /s/ Fred Goldman By: Fred Goldman Its: Trustee
	Castle Creek Fund, L.P. By Castle Creek Partners, LLC, its General Partner /s/ Fred Goldman By: Fred Goldman Its: Manager
	Castle Creek Partners, LLC /s/ Fred Goldman By: Fred Goldman Its: CFO
	Braeside Trust /s/ Fred Goldman By: Fred Goldman Its: Trustee
	/s/ Daniel Asher Daniel Asher

	AFO Blackberry LLC /s/ Fred Goldman By: Fred Goldman Its: Treasurer
	AFOB FIP MS, LLC /s/ Fred Goldman By: Fred Goldman, Treasurer of AFO Blackberry, LLC Its:Managing Member