1)
|
NAME OF REPORTING PERSON
683 Capital Management, LLC
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
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
5,800,050*
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
5,800,050*
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,800,050*
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
|||
12)
|
TYPE OF REPORTING PERSON
IA
|
1)
|
NAME OF REPORTING PERSON
683 Capital Partners, LP
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
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
5,800,050*
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
5,800,050*
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,800,050*
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
|||
12)
|
TYPE OF REPORTING PERSON
PN
|
1)
|
NAME OF REPORTING PERSON
Ari Zweiman
|
|||
2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ý
|
||
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
5,800,050*
|
||
6)
|
SHARED VOTING POWER
0
|
|||
7)
|
SOLE DISPOSITIVE POWER
5,800,050*
|
|||
8)
|
SHARED DISPOSITIVE POWER
0
|
|||
9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,800,050*
|
|||
10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|||
11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
|
|||
12)
|
TYPE OF REPORTING PERSON
IN
|
Item 1(a).
|
Name of Issuer:
Veris Gold Corp.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residenc
683 Capital Management, LLC
595 Madison Avenue, 17th Floor
New York, New York 10022
683 Capital Partners, LP
595 Madison Avenue, 17th Floor
New York, New York 10022
Ari Zweiman
c/o 683 Capital Management, LLC
595 Madison Avenue, 17th Floor
New York, New York 10022
|
Item 2(c).
|
Citizenship
683 Capital Management, LLC - Delaware limited liability company
683 Capital Partners, LP – Delaware limited partnership
Ari Zweiman – United States of America
|
Item 2(d).
|
Title of Class of Securities:
|
|
Common Shares
|
Item 2(e).
|
CUSIP Number:
|
|
92346R100
|
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 (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);
|
|
(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 association 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 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4.
|
Ownership.
|
|
(a) Amount beneficially owned:
|
|
683 Capital Management, LLC – 5,800,050*
683 Capital Partners, LP – 5,800,050*
Ari Zweiman – 5,800,050*
|
|
(b) Percent of Class:
|
|
683 Capital Management, LLC – 5.2%
683 Capital Partners, LP – 5.2%
Ari Zweiman – 5.2%
|
|
(c) Number of shares as to which the person has:
|
|
(i) Sole power to vote or direct the vote:
|
|
683 Capital Management, LLC – 5,800,050*
683 Capital Partners, LP – 5,800,050*
Ari Zweiman – 5,800,050*
|
|
(ii) Shared power to vote or to direct the vote:
|
|
683 Capital Management, LLC – 0
683 Capital Partners, LP – 0
Ari Zweiman – 0
|
|
(iii) Sole power to dispose or direct the disposition
|
|
683 Capital Management, LLC – 5,800,050*
683 Capital Partners, LP – 5,800,050*
Ari Zweiman – 5,800,050*
|
|
(iv) Shared power to dispose or direct the disposition
|
|
683 Capital Management, LLC – 0
683 Capital Partners, LP – 0
Ari Zweiman – 0
|
|
* Includes 4,133,350 common shares issuable upon exercise of warrants.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
Item 10.
|
Certification.
|