0000899140-13-000555.txt : 20131108 0000899140-13-000555.hdr.sgml : 20131108 20131108172403 ACCESSION NUMBER: 0000899140-13-000555 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131108 DATE AS OF CHANGE: 20131108 GROUP MEMBERS: FIR TREE VALUE MASTER FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: L&L Acquisition Corp. CENTRAL INDEX KEY: 0001499482 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 273109518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85776 FILM NUMBER: 131205839 BUSINESS ADDRESS: STREET 1: 265 FRANKLIN STREET, 20TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-330-7755 MAIL ADDRESS: STREET 1: 265 FRANKLIN STREET, 20TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC. CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 133745261 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIR TREE INC DATE OF NAME CHANGE: 19990510 SC 13G/A 1 f10691513a.htm SCHEDULE 13G/A, #1 f10691513a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
L&L Acquisition Corp. 
(Name of Issuer)

 
Common Stock, par value $.0001 per share 
(Title of Class of Securities)

 
50161R209 
(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).
 
 
 
 
 
 
1
 
 
 
CUSIP No. 50161R209
13G
Page  2   of  6   Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Fir Tree Value Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                    (a)   o
                                                    (b)   x           
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
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   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
2
 
 
 
 
CUSIP No. 50161R209
13G
Page  3   of  6   Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Fir Tree, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                    (a)   o
                                                    (b)   x
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
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            o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON*
 
CO, IA
 
 
 
 
3
 
 
 
 
SCHEDULE 13G/A
 
Item 1(a)
Name of Issuer.
   
 
L&L Acquisition Corp.
 
   
Item 1(b)
Address of Issuer’s Principal Executive Offices.
   
 
265 Franklin Street, 20th Floor
 
Boston, Massachusetts 02110
 
    
Item 2(a)
Name of Person Filing.
   
Item 2(b)
Address of Principal Business Office.
   
Item 2(c)
Place of Organization.
 
 
 
Fir Tree Value Master Fund, L.P.
 
c/o Citco Fund Services (Cayman Islands) Limited
 
89 Nexus Way, Camana Bay
 
Box 31106, Grand Cayman
 
KY1-1205, Cayman Islands
 
A Cayman Islands exempted limited partnership
   
 
Fir Tree, Inc.
 
505 Fifth Avenue
 
23rd Floor
 
New York, New York 10017
 
A New York corporation
   
 
Fir Tree, Inc. (“Fir Tree”) is the investment manager of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”), and has been granted investment discretion over portfolio investments, including the Common Stock par value $.0001 per share (the “Common Stock”), held by Fir Tree Value. In light of the change in beneficial ownership as reflected in this Amendment, the Reporting Persons have no further reporting obligations on Schedule 13G with respect to their ownership of shares of the Company.
   
Item 2(d)
Title of Class of Securities.
   
 
Common Stock, par value $.0001 per share (the “Common Stock”)
 
 
Item 2(e)
CUSIP Number.
 
   
 
50161R209
   
Item 3
Reporting Person.
   
 
Inapplicable.
   
 Item 4
Ownership.
 
       
 
The information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. 
   
Item 5
Ownership of Five Percent or Less of a Class.
   
 
This statement is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock of the Company
 
 
 
 
 
4
 
 
 
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
Inapplicable.
   
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
   
 
Inapplicable.
   
Item 8
Identification and Classification of Members of the Group.
   
 
Inapplicable.  
   
Item 9
Notice of Dissolution of Group.
   
 
Inapplicable.
   
Item 10
Certification.
   
 
Inapplicable.
 
 
 
 
 
5
 
 
 

 
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.
 
Date: November 8, 2013
 
 
FIR TREE VALUE MASTER FUND, L.P.
   
 
By:
FIR TREE, INC., its Manager
     
     
   
By:
/s/ James Walker                                      
   
Name:
James Walker
   
Title:
Managing Director
     
 
 
FIR TREE, INC.
   
 
By:
/s/ James Walker                                                           
 
Name:
James Walker
 
Title:
Managing Director
   
   
 
 
 
 
 
6
 EX-1 2 f10691513b.htm JOINT FILING AGREEMENT f10691513b.htm
 

 
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the with respect to the Common Stock, par value $.0001 per share, of L&L Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 8, 2013.
 
 
 
FIR TREE VALUE MASTER FUND, L.P.
   
 
By:
FIR TREE, INC., its Manager
     
     
   
By:
/s/ James Walker                                      
   
Name:
James Walker
   
Title:
Managing Director
     
 
 
FIR TREE, INC.
   
 
By:
/s/ James Walker                                                           
 
Name:
James Walker
 
Title:
Managing Director