Trio Merger Corp.
|
Common Stock, par value $0.0001 per share
|
896697208
|
June 21, 2011
|
Rule 13d-1(b)
|
¨
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Rule 13d-1(c)
|
x
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Rule 13d-1(d)
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¨
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CUSIP No. 896697208
|
Schedule 13G
|
Page 2 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
THE K2 PRINCIPAL FUND, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
|
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
620,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
620,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 3 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
K2 GENPAR L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
|
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
620,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
620,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 4 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
K2 GENPAR 2009 INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
|
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
620,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
620,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 5 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
SHAWN KIMEL
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
|
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
620,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
620,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 6 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
SHAWN KIMEL INVESTMENTS, INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
|
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
620,000
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
620,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
|
12
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 7 of 11 Pages
|
Item 3.
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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)
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¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
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¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
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¨ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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CUSIP No. 896697208
|
Schedule 13G
|
Page 8 of 11 Pages
|
|
(d)
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¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
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(e)
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¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
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(f)
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¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
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¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
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¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
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¨ 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)
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¨ 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).
|
(a)
|
Amount beneficially owned:
|
620,000
|
(b)
|
Percent of class:
|
10.3%
|
(c)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or direct the vote:
|
620,000
|
|
(iii)
|
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or direct the disposition of:
|
620,000
|
(a)
|
Amount beneficially owned:
|
620,000
|
(b)
|
Percent of class:
|
10.3%
|
(c)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or direct the vote:
|
620,000
|
|
(iii)
|
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or direct the disposition of:
|
620,000
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 9 of 11 Pages
|
(a)
|
Amount beneficially owned:
|
620,000
|
(b)
|
Percent of class:
|
10.3%
|
(c)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or direct the vote:
|
620,000
|
|
(iii)
|
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or direct the disposition of:
|
620,000
|
(a)
|
Amount beneficially owned:
|
620,000
|
(b)
|
Percent of class:
|
10.3%
|
(c)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or direct the vote:
|
620,000
|
|
(iii)
|
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or direct the disposition of:
|
620,000
|
(a)
|
Amount beneficially owned:
|
620,000
|
(b)
|
Percent of class:
|
10.3%
|
(c)
|
Number of shares as to which the person has:
|
(i)
|
Sole power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or direct the vote:
|
620,000
|
|
(iii)
|
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or direct the disposition of:
|
620,000
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 10 of 11 Pages
|
CUSIP No. 896697208
|
Schedule 13G
|
Page 11 of 11 Pages
|
THE K2 PRINCIPAL FUND, L.P.
|
|
By:
|
K2 GENPAR L.P., its General Partner
|
By:
|
K2 GENPAR 2009 INC., its General Partner
|
By:
|
/s/ Shawn Kimel
|
Shawn Kimel
|
|
President
|
|
K2 GENPAR, L.P.
|
|
By: K2 GENPAR 2009 INC., its General Partner
|
|
By:
|
/s/ Shawn Kimel
|
Shawn Kimel
|
|
President
|
|
K2 GENPAR 2009 INC.
|
|
By:
|
/s/ Shawn Kimel
|
Shawn Kimel
|
|
President
|
|
SHAWN KIMEL INVESTMENTS, INC.
|
|
By:
|
/s/ Shawn Kimel
|
Shawn Kimel
|
|
President
|
|
/s/ Shawn Kimel
|
|
Shawn Kimel, in his individual capacity
|