Filing Details

CUSIP NO.  413247206

Page 2 of 7 Pages

1.

 

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

322,500

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

322,500

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  413247206

Page 3 of 7 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

322,500

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

322,500

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  413247206

Page 4 of 7 Pages

Item 1(a).

Name of Issuer:

 

 

 

Harmony Merger Corp. (the "Issuer").

 

 

Item 1(b).

Address of the Issuer's Principal Executive Offices:

 

 

 

777 Third Avenue, 37th Floor

 

New York, New York 10017

 

 

Item 2(a).

Name of Person Filing

 

 

 

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  

Halcyon Asset Management LLC; and

ii)  

Halcyon Offshore Asset Management LLC.

 

 

Item 2(b).

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

 

 

 

The address of the principal business office of each of the Reporting Persons is 477 Madison Avenue, 8th Floor, New York, NY 10022.

Item 2(c).

Citizenship:

i)  

Halcyon Asset Management LLC is a Delaware limited liability company; and

ii)  

Halcyon Offshore Asset Management LLC is a Delaware limited liability company.

Item 2(d).

Title of Class of Securities:

 

 

Common Stock, par value $0.0001 per share (the “Shares”).

 

 

Item 2(e).

CUSIP Number:

 

 

 

413247206

 

 

CUSIP NO.  413247206

Page 5 of 7 Pages

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 of 1940;

 

(e) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) [   ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);

 

(g) [   ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h) [   ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i) [   ] 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) [X] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

Item 4.

Ownership:

 

 

Item 4(a).

Amount Beneficially Owned:

 

 

 

As of December 31, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of 322,500 Shares, which consists of (i) 107,500 units that each consist of one Share and one warrant that is not presently exercisable, and (ii) 215,000 Shares.

 

 

Item 4(b).

Percent of Class:

 

 

 

As of November 14, 2016, the number of Shares outstanding was 15,084,750, according to the Issuer’s Form 10-Q filed on November 14, 2016. As of December 31, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 2.1% of the total number of Shares outstanding.

 

Item 4(c).

Number of shares as to which such person has:

 

 

 

 

 

(i)

Sole power to vote or direct the vote

322,500

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

322,500

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

(i)

Sole power to vote or direct the vote

322,500

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

322,500

 

(iv)

Shared power to dispose or to direct the disposition of

0

CUSIP NO.  413247206

Page 6 of 7 Pages

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 securities, check the following [X].

 

 

Item 6.

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

 

 

 

This Item 6 is not applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

 

 

This Item 7 is not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group:

 

 

 

The Reporting Persons listed in Item 2(a), both of which are registered as investment advisers under Section 203 of the Investment Advisers Act of 1940, may be deemed to be a group. The Reporting Persons share common ownership and management.

 

 

Item 9.

Notice of Dissolution of Group:

 

 

 

This Item 9 is 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 acquired and are held in the ordinary course of business and 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.

CUSIP NO.  413247206

Page 7 of 7 Pages

Date:  February 14, 2017

HALCYON EVENT-DRIVEN MANAGEMENT LP1

 

 

 

By:        /s/ Suzanne McDermott

 

Name:  Suzanne McDermott

 

Title:    Chief Compliance Officer, Chief Legal Officer, Managing Principal