0001011438-17-000133.txt : 20170214 0001011438-17-000133.hdr.sgml : 20170214 20170214141430 ACCESSION NUMBER: 0001011438-17-000133 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: HALCYON OFFSHORE ASSET MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Harmony Merger Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88779 FILM NUMBER: 17606941 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALCYON EVENT-DRIVEN MANAGEMENT LP CENTRAL INDEX KEY: 0001007024 IRS NUMBER: 133093794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123039400 MAIL ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HALCYON ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20050208 FORMER COMPANY: FORMER CONFORMED NAME: HALCYON MANAGEMENT CO LLC DATE OF NAME CHANGE: 20040707 FORMER COMPANY: FORMER CONFORMED NAME: HALCYON SLIFKA ALAN B MANAGEMENT CO LLC DATE OF NAME CHANGE: 19960201 SC 13G/A 1 form_sc13ga-harmony.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

HARMONY MERGER CORP.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

413247206
(CUSIP Number)

December 31, 2016
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[X]
 Rule 13d-1(b)
[   ]
 Rule 13d-1(c)
[   ]
 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 on 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).

Continued on following pages
Page 1 of 7 Pages

 
 

 

CUSIP NO.  413247206
Page 2 of 7 Pages


1.
 
Names of Reporting Persons

HALCYON ASSET MANAGEMENT LLC


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

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
 
322,500
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
322,500
 
8.
Shared Dispositive Power
 
 
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

322,500

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)

2.1%

12.
Type of Reporting Person (See Instructions)

IA
 

 
CUSIP NO.  413247206
Page 3 of 7 Pages


1.
Names of Reporting Persons

HALCYON OFFSHORE ASSET MANAGEMENT LLC


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

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
 
322,500
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
322,500
 
8.
Shared Dispositive Power
 
 
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

322,500

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)

2.1%

12.
Type of Reporting Person (See Instructions)

IA

CUSIP NO.  413247206
Page 4 of 7 Pages

Item 1(a).
Name of Issuer:
 
 
 
Harmony Merger Corp. (the "Issuer").
 
 
Item 1(b).
Address of the Issuer's Principal Executive Offices:
 
 
 
777 Third Avenue, 37th Floor
 
New York, New York 10017
 
 
Item 2(a).
Name of Person Filing
 
 
 
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  
Halcyon Asset Management LLC; and

ii)  
Halcyon Offshore Asset Management LLC.

 
 

Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
 
 
The address of the principal business office of each of the Reporting Persons is 477 Madison Avenue, 8th Floor, New York, NY 10022.

Item 2(c).
Citizenship:

i)  
Halcyon Asset Management LLC is a Delaware limited liability company; and

ii)  
Halcyon Offshore Asset Management LLC is a Delaware limited liability company.

Item 2(d).
Title of Class of Securities:
 
 
Common Stock, par value $0.0001 per share (the “Shares”).
 
 
Item 2(e).
CUSIP Number:
 
 
 
413247206
 
 

 
 

 

CUSIP NO.  413247206
Page 5 of 7 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:
 
 
(a) [   ] Broker or dealer registered under Section 15 of the Act;
 
(b) [   ] Bank as defined in Section 3(a)(6) of the Act;
 
(c) [   ] Insurance Company as defined in Section 3(a)(19) of the Act;
 
(d) [   ] Investment Company registered under Section 8 of the Investment Company Act of 1940;
 
(e) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f) [   ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
 
(g) [   ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h) [   ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i) [   ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
           Company Act of 1940;
 
(j) [X] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
Item 4.
Ownership:
 
 
Item 4(a).
Amount Beneficially Owned:
 
 
 
As of December 31, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of 322,500 Shares, which consists of (i) 107,500 units that each consist of one Share and one warrant that is not presently exercisable, and (ii) 215,000 Shares.
 
 
Item 4(b).
Percent of Class:
 
 
 
As of November 14, 2016, the number of Shares outstanding was 15,084,750, according to the Issuer’s Form 10-Q filed on November 14, 2016. As of December 31, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 2.1% of the total number of Shares outstanding.
 
Item 4(c).
Number of shares as to which such person has:
 
 
 
Halcyon Asset Management LLC
 
 
(i)
Sole power to vote or direct the vote
322,500
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
322,500
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
Halcyon Offshore Asset Management LLC
 
(i)
Sole power to vote or direct the vote
322,500
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
322,500
 
(iv)
Shared power to dispose or to direct the disposition of
0


CUSIP NO.  413247206
Page 6 of 7 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 person has ceased to be the beneficial owner of more than five percent of the class securities, check the following [X].
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
 
 
This Item 6 is not applicable.
 
 
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:
 
 
 
The Reporting Persons listed in Item 2(a), both of which are registered as investment advisers under Section 203 of the Investment Advisers Act of 1940, may be deemed to be a group. The Reporting Persons share common ownership and management.
 
 
Item 9.
Notice of Dissolution of Group:
 
 
 
This Item 9 is not applicable.
 
 
Item 10.
Certification:

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect.


 
 

 

CUSIP NO.  413247206
Page 7 of 7 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date:  February 14, 2017
HALCYON EVENT-DRIVEN MANAGEMENT LP1
 
 
 
By:        /s/ Suzanne McDermott
 
Name:  Suzanne McDermott
 
Title:    Chief Compliance Officer, Chief Legal Officer, Managing Principal
 
 
 
 



 




__________________ 
1 Effective January 1, 2016, Halcyon Asset Management LLC and Halcyon Offshore Asset Management LLC merged and the combined entity was renamed Halcyon Event-Driven Management LP.