CUSIP No. 582828109
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Page 2 of 5 pages
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1
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Names of Reporting Persons
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Whetstone Capital, LP
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2
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Delaware
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Number of
Shared
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
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318,950
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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318,950
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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318,950
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11
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Percent of Class Represented by Amount in Row (9)
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5.62%*
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12
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Type of Reporting Person
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PN
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*
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The percentage reported in row (11) is calculated based upon 5,672,820 shares of Common Stock of the Issuer issued and outstanding on December 21, 2012 (as reflected in its Annual Report on Form 10-K for the fiscal year ended September 30, 2012).
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Item 1(a)
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Name of Issuer: MDU Communications International, Inc.
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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60-D Commerce Way
Totowa, New Jersey
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Item 2(a)
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Name of Person Filing: Whetstone Capital, LP
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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2001 Shawnee Mission Parkway
Mission Woods, Kansas 66205
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Item 2(c)
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Citizenship: Whetstone Capital, LP, is a limited partnership formed under Delaware law.
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Item 2(d)
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Title of Class of Securities: Common Stock, par value $0.001 per share
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Item 2(e)
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CUSIP Number: 582828109
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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:
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(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) [ ] 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 (15 U.S.C. 80a-3);
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(j) [ ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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CUSIP No. 582828109 |
Page 4 of 5 pages
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(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a)
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Amount beneficially owned:
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318,950
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(b)
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Percent of class:
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5.62%*
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote:
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318,950
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(ii)
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shared power to vote or to direct the vote:
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0
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(iii)
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sole power to dispose or to direct the disposition of:
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318,950
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(iv)
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shared power to dispose or to direct the disposition of:
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0
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____________
* The percentage reported in row (11) is calculated based upon 5,672,820 shares of Common Stock of the Issuer issued and outstanding on December 21, 2012 (as reflected in its Annual Report on Form 10-K for the fiscal year ended September 30, 2012).
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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CUSIP No. 582828109 | Page 5 of 5 pages |
Item 10.
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Certifications
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Dated: January 24, 2013
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WHETSTONE CAPITAL, LP
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By:
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Whetstone Capital Advisors, LLC, its General Partner
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By:
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/s/ David A. Atterbury
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David A. Atterbury, President
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