0001214659-13-000870.txt : 20130214 0001214659-13-000870.hdr.sgml : 20130214 20130214165526 ACCESSION NUMBER: 0001214659-13-000870 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: DAVID T. LU GROUP MEMBERS: HCAP OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATNA RESOURCES LTD CENTRAL INDEX KEY: 0001041548 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84234 FILM NUMBER: 13615418 BUSINESS ADDRESS: STREET 1: 14142 DENVER WEST PARKWAY STREET 2: SUITE 250 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 303-278-8464 MAIL ADDRESS: STREET 1: 14142 DENVER WEST PARKWAY CITY: GOLDEN STATE: CO ZIP: 80401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEDGEHOG CAPITAL LLC CENTRAL INDEX KEY: 0001215763 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1117 E. PUTNAM AVE STREET 2: SUITE 320 CITY: PIVERSIDE STATE: CT ZIP: 06878 BUSINESS PHONE: 3094246135 MAIL ADDRESS: STREET 1: 1117 E. PUTNAM AVE STREET 2: SUITE 320 CITY: RIVERSIDE STATE: CT ZIP: 06878 SC 13G/A 1 c213138sc13ga2.htm AMENDMENT NO. 2 c213138sc13ga2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G/A

 
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

 
ATNA RESOURCES LTD.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)

 
 
04957F101
 
 
(CUSIP Number)
 
 
December 31, 2012
(Date of Event Which Requires Filing of This Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
  o
Rule 13d-1(b)
 
 
  
  x
Rule 13d-1(c)
 
 
  
  o
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 8
 
 
CUSIP No.  04957F101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Hedgehog Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
6,017,653 Common Shares
6
SHARED VOTING POWER
 
     
7
SOLE DISPOSITIVE POWER
 
6,017,653 Common Shares
8
SHARED DISPOSITIVE POWER
 
     
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,017,653 Common Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.2% Common
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
Page 2 of 8
 
 
CUSIP No.  04957F101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Hcap Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Grand Cayman
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
675,833 Common Shares
6
SHARED VOTING POWER
 
     
7
SOLE DISPOSITIVE POWER
 
675,833 Common Shares
8
SHARED DISPOSITIVE POWER
 
     
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
675,833 Common Shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% Common
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
Page 3 of 8
 
 
CUSIP No.  04957F101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
David T. Lu
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
6,693,486 Common Shares*
6
SHARED VOTING POWER
 
     
7
SOLE DISPOSITIVE POWER
 
6,693,486 Common Shares*
8
SHARED DISPOSITIVE POWER
 
     
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,693,486 Common Shares
 
*6,017,653 Common Shares are owned by Hedgehog Capital LLC.  David T. Lu managing member of Hedgehog Capital LLC has sole dispositive and voting power over these shares.  675,833 Common Shares are owned by Hcap Offshore Ltd.  David T. Lu managing member of Hcap Offshore Ltd. has sole dispositive and voting power over these shares.
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.6% Common**
12
TYPE OF REPORTING PERSON (see instructions)
 
IN
**The percentages used herein are calculated based upon 144,839,922 outstanding shares.
 
 
Page 4 of 8
 
 
Item 1(a).
Name of Issuer:
 
 
 
Atna Resources Ltd.
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
 
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
 
 
Item 2(a).
Name of Person Filing:
 
 
 
(1)   Hedgehog Capital LLC
(2)   Hcap Offshore Ltd.
(3)   David T. Lu
 
David T. Lu is the managing member of Hedgehog Capital LLC and has sole voting and dispositive power with respect to shares owned by Hedgehog Capital LLC.  David T. Lu is the managing member of Hcap Offshore Ltd. and has sole voting and dispositive power with respect to shares owned by Hcap Offshore Ltd.
 
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
 
1117 E. Putnam Ave. #320
Riverside, CT 06878
 
 
Item 2(c).
Citizenship:
 
 
 
(1)   DE
(2)   Grand Cayman
(3)   USA
 
 
Item 2(d).
Title of Class of Securities:
 
 
 
Common Shares
 
 
Item 2(e).
CUSIP Number:  04957F101
 
 
Page 5 of 8
 

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)
o
Broker or dealer registered under Section 15 of the Act;
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
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;
 
(j)
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      

Item 4.
Ownership.
   
 
Hedgehog Capital LLC
       
 
(a)
Amount Beneficially Owned:
6,017,653 Common Shares;
       
 
(b)
Percent of Class:
4.2% Common Shares**;
       
 
(c)
Number of shares as to which such person has:
     
 
 
(i)
sole power to vote or to direct the vote:
6,017,653 Common Shares;
         
 
 
(ii)
shared power to vote or to direct the vote:
     
         
 
 
(iii)
sole power to dispose or to direct the disposition of:
6,017,653 Common Shares;
         
 
 
(iv)
shared power to dispose or to direct the disposition of:
     
 
 
 
Hcap Offshore Ltd.
 
       
 
(a)
Amount Beneficially Owned:
675,833 Common Shares;
       
 
(b)
Percent of Class:
0.5% Common Shares**;
       
 
(c)
Number of shares as to which such person has:
 
       
 
 
(i)
sole power to vote or to direct the vote:
675,833Common Shares;
         
 
 
(ii)
shared power to vote or to direct the vote:
     
         
 
 
(iii)
sole power to dispose or to direct the disposition of:
675,833Common Shares;
         
 
 
(iv)
shared power to dispose or to direct the disposition of:
     
 
Page 6 of 8
 
 
David T. Lu
 
       
 
(a)
Amount Beneficially Owned:
6,693,486 Common Shares*;
       
 
(b)
Percent of Class:
4.6% Common Shares**;
       
 
(c)
Number of shares as to which such person has:
 
       
 
 
(i)
sole power to vote or to direct the vote:
6,693,486 Common Shares*;
         
 
 
(ii)
shared power to vote or to direct the vote:
     
         
 
 
(iii)
sole power to dispose or to direct the disposition of:
6,693,486 Common Shares*;
         
 
 
(iv)
shared power to dispose or to direct the disposition of:
     
 
*6,017,653 Common Shares are owned by Hedgehog Capital LLC.  David T. Lu managing member of Hedgehog Capital LLC has sole dispositive and voting power over these shares.  675,833 Common Shares are owned by Hcap Offshore Ltd.  David T. Lu managing member of Hcap Offshore Ltd. has sole dispositive and voting power over these shares.
 
**The percentages used herein are calculated based upon 144,839,922 outstanding shares.

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 o .
 
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 acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.
 
 
Page 7 of 8
 
 
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.
 
 
February 13, 2013
 
 
Date
 
 
 
 
 
/s/ Hedgehog Capital LLC by David T. Lu
 
 
Signature
 
 
 
 
 
David T. Lu, Managing Member
 
 
Name/Title
 

 
 
/s/ Hcap Offshore Ltd. by David T. Lu
 
 
Signature
 
 
 
  
 
David T. Lu, Managing Member
 
 
Name/Title
 

 
 
/s/  David T. Lu
 
 
Signature
 
 
 
  
 
David T. Lu
 
 
Name/Title
 


 
Page 8 of 8