Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

pdvWireless, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

69290R104

(CUSIP Number)

December 31, 2017

(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 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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CUSIP No. 69290R104

 

1.		Names of Reporting Persons   QVT Financial LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   516,274
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   516,274
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   516,274
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   3.57%
12.		Type of Reporting Person (See Instructions)   PN

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CUSIP No. 69290R104

 

1.		Names of Reporting Persons   QVT Financial GP LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   516,274
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   516,274
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   516,274
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   3.57%
12.		Type of Reporting Person (See Instructions)   OO

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CUSIP No. 69290R104

 

1.		Names of Reporting Persons   QVT Associates GP LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   516,274
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   516,274
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   516,274
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   3.57%
12.		Type of Reporting Person (See Instructions)   OO

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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:

 

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Item 4.

Ownership.

 

(a)

Amount beneficially owned as of December 31, 2017:

QVT Financial LP (QVT Financial) is the investment manager for private investment funds (collectively, the Funds). The Funds aggregately beneficially own 516,274 shares of Common Stock. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 516,274 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 516,274 shares of Common Stock.

The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of 14,473,017 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, 2017, filed with the Securities and Exchange Commission on February 6, 2018.

 

(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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(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 ☒.

As of December 31, 2017, each of the reporting persons 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

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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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 14, 2018

 

QVT FINANCIAL LP						QVT ASSOCIATES GP LLC
By QVT Financial GP LLC, its General Partner
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