[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. 52748T104
|
Page 2 of 14 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
1,250,000
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,250,000
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 52748T104
|
Page 3 of 14 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
750,000
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
750,000
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 52748T104
|
Page 4 of 14 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
500,000
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
500,000
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 52748T104
|
Page 5 of 14 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
1,250,000
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,250,000
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 52748T104
|
Page 6 of 14 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
c.
|
[ ]
|
d.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
1,250,000
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,250,000
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 52748T104
|
Page 7 of 14 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
1,250,000
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,250,000
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 52748T104
|
Page 8 of 14 Pages
|
Item 1(a).
|
Name of Issuer:
|
Levy Acquisition Corp. (the "Issuer").
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
444 North Michigan Avenue, Suite 3500
|
|
Chicago, IL 60611
|
|
Item 2(a).
|
Name of Person Filing
|
This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership ("MCM"), (2) by Moore Equity Strategies, LP, a Bahamian limited partnership (“MES”), (3) by MMF ET Investments, LP, a Bahamian limited partnership (“MMFET”), (4) by Moore Advisors, Ltd., a Bahamian company (“MAL”), (5) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), and (6) by Louis M. Bacon ("Mr. Bacon"), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM serves as discretionary investment manager to MES and MMFET (collectively, the "Funds"). MAL and MCA are co-general partners of each of the Funds. Mr. Bacon is the chairman and director of MCA. This statement relates to Shares (as defined below) held by the Funds. Each of MCM, MES, MMFET, MCA, MAL and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The principal business office of each of MCM, MCA and Mr. Bacon is located at 1251 Avenue of the Americas, New York, New York 10020. The principal business office of each of MES, MMFET and MAL is located at Citco Fund Services (Bahamas) Limited, One Montague Place, 1st Floor, East Bay Street, P.O. Box N-4906, Nassau, Bahamas.
|
Item 2(c).
|
Citizenship:
|
i)
|
MCM is a Delaware limited partnership;
|
ii)
|
MES is a Bahamas limited partnership;
|
iii)
|
MMFET is a Bahamas limited partnership;
|
iv)
|
MAL is a Bahamas limited company;
|
v)
|
MCA is a Delaware limited liability company; and
|
vi)
|
Mr. Bacon is a United States citizen.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.0001 per share (the "Shares").
|
|
Item 2(e).
|
CUSIP Number:
|
52748T104
|
CUSIP NO. 52748T104
|
Page 9 of 14 Pages
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||
This Item 3 is not applicable.
|
||||
Item 4.
|
Ownership:
|
|||
Item 4(a).
|
Amount Beneficially Owned:
|
|||
As of the date hereof, each of MCM, MCA, MAL and Mr. Bacon may be deemed to be the beneficial owner of 1,250,000 Shares held by the Funds. As of the date hereof, MES may be deemed to be the beneficial owner of 750,000 Shares. As of the date hereof, MMFET may be deemed to be the beneficial owner of 500,000 Shares.
|
||||
Item 4(b).
|
Percent of Class:
|
|||
As of the date hereof, each of MCM, MCA, MAL and Mr. Bacon may be deemed to be the beneficial owner of 6.7% of the total number of Shares outstanding. As of the date hereof, MES may be deemed to be the beneficial owner of 4.0% of the total number of Shares outstanding. As of the date hereof, MMFET may be deemed to be the beneficial owner of 2.7% of the total number of Shares outstanding.
|
||||
Item 4(c).
|
Number of shares as to which such person has:
|
|||
MCM
|
||||
(i)
|
Sole power to vote or direct the vote
|
1,250,000
|
||
(ii)
|
Shared power to vote or to direct the vote
|
0
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,250,000
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MES
|
|||
(i)
|
Sole power to vote or direct the vote
|
750,000
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
750,000
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MMFET
|
|||
(i)
|
Sole power to vote or direct the vote
|
500,000
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
500,000
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MAL
|
|||
(i)
|
Sole power to vote or direct the vote
|
1,250,000
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,250,000
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MCA
|
|||
(i)
|
Sole power to vote or direct the vote
|
1,250,000
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,250,000
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
Mr. Bacon
|
|||
(i)
|
Sole power to vote or direct the vote
|
1,250,000
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,250,000
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
CUSIP NO. 52748T104
|
Page 10 of 14 Pages
|
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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
The partners of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Funds in accordance with their respective ownership interests in the Funds.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
This Item 7 is not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
|
Item 10.
|
Certification:
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing 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.
|
CUSIP NO. 52748T104
|
Page 11 of 14 Pages
|
Date: March 27, 2015
|
MOORE CAPITAL MANAGEMENT, LP
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: March 27, 2015
|
MOORE EQUITY STRATEGIES, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: March 27, 2015
|
MMF ET INVESTMENTS, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: March 27, 2015
|
MOORE ADVISORS, LTD.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
Date: March 27, 2015
|
MOORE CAPITAL ADVISORS, L.L.C.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: March 27, 2015
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
CUSIP NO. 52748T104
|
Page 12 of 14 Pages
|
A.
|
Joint Filing Agreement, dated as of March 27, 2015, by and between Moore Capital Management, LP, Moore Equity Strategies, LP, MMF ET Investments, LP, Moore Advisors, Ltd., Moore Capital Advisors, L.L.C and Louis M. Bacon
|
15
|
B.
|
Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca
|
16
|
CUSIP NO. 52748T104
|
Page 13 of 14 Pages
|
Date: March 27, 2015
|
MOORE CAPITAL MANAGEMENT, LP
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: March 27, 2015
|
MOORE EQUITY STRATEGIES, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: March 27, 2015
|
MMF ET INVESTMENTS, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: March 27, 2015
|
MOORE ADVISORS, LTD.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: March 27, 2015
|
MOORE CAPITAL ADVISORS, L.L.C.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: March 27, 2015
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
CUSIP NO. 52748T104
|
Page 14 of 14 Pages
|