SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Q Funding III, L.P. (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/20/2010	3. Issuer Name and Ticker or Trading Symbol CEDAR FAIR L P [ FUN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Units Representing Limited Partner Interests	5,576,069	D(1)
Units Representing Limited Partner Interests	428,987	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Equity Swap(3)	01/20/2010(4)	07/09/2012	Units Representing Limited Partner Interests	31,400	$11.26	I	See footnote(3)
Equity Swap(3)	01/20/2010(5)	07/09/2012	Units Representing Limited Partner Interests	228,600	$11.93	I	See footnote(3)
Equity Swap(3)	01/20/2010(6)	07/09/2012	Units Representing Limited Partner Interests	290,900	$11.97	I	See footnote(3)

1. Name and Address of Reporting Person* Q Funding III, L.P. (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Prufrock Onshore, L.P. (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* J Alfred Onshore, LLC (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Q4 Funding LP (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Star Spangled Sprockets, L.P. (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Excalibur Domestic, LLC (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RAYNOR GEOFFREY (Last) (First) (Middle) 301 COMMERCE STREET SUITE 3200 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Units are held directly by Q Funding III, L.P. ("Q3"). J Alfred Onshore, LLC ("J Alfred") is the general partner of Prufrock Onshore, L.P. ("Prufrock"), which is the general partner of Q3. Geoffrey P. Raynor ("Raynor") is the person who controls J Alfred. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Filing Act of 1934, each of J Alfred, Prufrock and Raynor is deemed to be the beneficial owner of any Units beneficially owned by Q3 only to the extent of the greater of his or its respective direct or indirect interest.

2. The Units are held directly by Q4 Funding, L.P. ("Q4"). Excalibur Domestic, LLC ("Excalibur") is the general partner of Star Spangled Sprockets, L.P. ("Star"), which is the general partner of Q4. Raynor is the person who controls Excalibur. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Filing Act of 1934, each of Excalibur, Star and Raynor is deemed to be the beneficial owner of any Units beneficially owned by Q4 only to the extent of the greater of his or its respective direct or indirect interest. January 25, 2010 is the Date of Event requiring Q4 to file on Form 3.

3. Raynor, one of the reporting persons, holds an interest in the equity swap transactions reported herein. The equity swaps were entered into by Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2 Investments, LDC. Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated and Raynor is the sole shareholder of Scepter.

4. Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $353,564.00, representing $11.26 per Unit for the 31,400 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 31,400 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units.

5. Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $2,727,198.00, representing $11.93 per Unit for the 228,600 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 228,600 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units.

6. Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $3,482,073.00, representing $11.97 per Unit for the 290,900 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 290,900 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units.

Remarks:

	Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P., general partner of Q Funding III, L.P.	02/01/2010
	Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P.	02/01/2010
	Brandon Teague, Director of Trading for J Alfred Onshore, LLC	02/01/2010
	Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P., general partner of Q4 Funding, L.P.	02/01/2010
	Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P.	02/01/2010
	Brandon Teague, Director of Trading for Excalibur Domestic, LLC	02/01/2010
	Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor	02/01/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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