SC 13G

0001193125-14-050119.txt : 20140213 0001193125-14-050119.hdr.sgml : 20140213 20140213112100 ACCESSION NUMBER: 0001193125-14-050119 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROI Acquisition Corp. II CENTRAL INDEX KEY: 0001581607 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87622 FILM NUMBER: 14603863 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-825-0400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TD ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001056053 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 55 KING ST WEST 7TH FL P O BOX 3TD CENT STREET 2: P O BOX 3 TD CENTER TORONTO ONTARIO CITY: TORONTO STATE: A6 ZIP: 00000 MAIL ADDRESS: STREET 1: P O BOX 3 TD CENTER 7TH FLOOR STREET 2: 55 KING ST W TORONTO DOMINION CENTRE CITY: TORONTO STATE: A6 ZIP: 00000 SC 13G 1 d675559dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. N/A)*

ROI Acquisition Corp II

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74966G200

(CUSIP Number)

December 31st, 2013

(Date of Event which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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 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).


CUSIP No. 74966G200		13G


1.	Name of Reporting Person: TD Asset Management Inc.
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: 1,050,000
		6.	Shared Voting Power: 0
		7.	Sole Dispositive Power: 1,050,000
		8.	Shared Dispositive Power: 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,050,000
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): 6.72 %
12.	Type of Reporting Person (See Instructions): CO

Page 2 of 4

Item 1.

(a). Name of Issuer

ROI Acquisition Corp II (the “Issuer”)

(b). Address of Issuer’s Principal Executive Offices:

601 Lexington Avenue, 51st Floor, New York, NY 10022 United States

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

(i) TD Asset Management Inc. (“TDAM”)

Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2

Citizenship: Canada

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number: 74966G200

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.

(a) Amount beneficially owned:

TDAM individually beneficially owns 1,050,000 shares of Common Stock.

(b) Percent of class:

The ownership percentages set forth below are based on 15,625,000 shares of the Issuer’s Common Stock outstanding as of December 31st, 2013.

TDAM may be deemed to beneficially own approximately 6.72 % of the outstanding shares of Common Stock.

(c) Number of Shares as to which the Reporting Person has:

TDAM:

(i)

Sole power to vote or to direct the vote:

1,050,000

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

1,050,000

(iv)

Shared power to dispose or to direct the disposition of:

Page 3 of 4

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 of securities, check the following: ¨

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.

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 I certify that, to the best of my 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 that purpose or effect.

SIGNATURE

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

Dated: February 5th, 2014


TD ASSET MANAGEMENT INC.

By:		/s/ ‘Barbara Callbeck’
Name: Barbara Callbeck
Title: Managing Director

Page 4 of 4