0000897069-19-000200.txt : 20190404 0000897069-19-000200.hdr.sgml : 20190404 20190404160924 ACCESSION NUMBER: 0000897069-19-000200 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vivaldi Opportunities Fund CENTRAL INDEX KEY: 0001703117 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90976 FILM NUMBER: 19732348 BUSINESS ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 414-299-2200 MAIL ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHER DANIEL CENTRAL INDEX KEY: 0001251859 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 111 W JACKSON BLVD STREET 2: 20TH FL CITY: CHICAGO STATE: IL ZIP: 60604 SC 13G 1 cmw74.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

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

Vivaldi Opportunities Fund
(Name of Issuer)

Common Stock, par value $.0001 per share
(Title of Class of Securities)

92853C207
(CUSIP Number)

December 31, 2018
(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)
T 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 in 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).
1
CUSIP No. 92853C207

1
NAME OF REPORTING PERSONS
 
Daniel Asher Revocable Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ☐
(b) T
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
5
SOLE VOTING POWER
563,451
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
563,451
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,451
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 

2
CUSIP No. 92853C207

1
NAME OF REPORTING PERSONS
 
Daniel Asher Descendants Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ☐
(b) T
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
5
SOLE VOTING POWER
1,066,223
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
1,066,223
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,223
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 

3
CUSIP No. 92853C207

1
NAME OF REPORTING PERSONS
 
Castle Creek Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ☐
(b) T
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
5
SOLE VOTING POWER
708,267
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
708,267
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,267
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
4
CUSIP No. 92853C207
 
1
NAME OF REPORTING PERSONS
 
Castle Creek Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ☐
(b) T
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
708,267
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
708,267
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,267
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 
5
CUSIP No. 92853C207
1
NAME OF REPORTING PERSONS
 
Braeside Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ☐
(b) T
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
5
SOLE VOTING POWER
67,456
 
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
67,456
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,456
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 
6
CUSIP No. 92853C207
 
1
NAME OF REPORTING PERSONS
 
Daniel Asher
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ☐
(b) T
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,405,397
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,405,397
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,405,397
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.3%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 

7
CUSIP No. 92853C207

SCHEDULE 13G

Item 1(a).
Name of Issuer:

Vivaldi Opportunities Fund (the "Issuer")

Item 1(b).
Address of Issuer's Principal Executive Offices:

c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212

Item 2(a).
Name of Person Filing:

The persons filing this Schedule 13G are:
Daniel Asher Revocable Trust
Daniel Asher Descendant Trust
Castle Creek Fund, L.P.
Castle Creek Partners, LLC
Braeside Trust
Daniel Asher

Item 2(b).
Address of Principal Business Office or, if none, Residence:

111 W Jackson Blvd
20th Floor
Chicago, IL 60604

Item 2(c).
Citizenship:

Daniel Asher Revocable Trust - Illinois
Daniel Asher Descendant Trust - Illinois
Castle Creek Fund, L.P. – Illinois
Castle Creek Partners, LLC - Illinois
Braeside Trust - Illinois
Daniel Asher – United States

Item 2(d).
Title of Class of Securities:

Common Stock, $.0001

Item 2(e).
CUSIP Number:

92853C207
8
CUSIP No. 92853C207

Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.
Ownership:

(a)
Amount Beneficially Owned:  See Row 9 of cover page for each Reporting Person.

(b)
Percent of Class:  See Row 11 of cover page for each Reporting Person.

(c)
Number of shares as to which such person has:

(i)
sole power to vote or to direct the vote:  See Row 5 of cover page for each Reporting Person.

(ii)
shared power to vote or to direct the vote:  See Row 6 of cover page for each Reporting Person.

(iii)
sole power to dispose or to direct the disposition of:  See Row 7 of cover page for each Reporting Person.

(iv)
shared power to dispose or to direct the disposition of:  See Row 8 of cover page for each Reporting Person.

As the grantor of the Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust, and the Braeside Trust, Daniel Asher has certain authority to appoint trustees and investment advisors, and may be deemed to control these entities and share voting and dispositive power over the shares held by these entities.  Daniel Asher owns in excess of 40% of, and controls the General Partner (namely Castle Creek Partners, LLC) to, Castle Creek Fund, L.P., and may be deemed to control Fund and share voting and dispositive power over the shares held by the Fund.

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:

Not Applicable
9
CUSIP No. 92853C207
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

Item 8.
Identification and Classification of Members of the Group:

Not Applicable

Item 9.
Notice of Dissolution of Group:

Not Applicable

Item 10.
Certification:

Not Applicable

Exhibits.

99.1
Joint Filing Agreement


[Signatures follow on the next page.]


10
CUSIP No. 92853C207
SIGNATURES
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.
Date:  April 3, 2019

 
Daniel Asher Revocable Trust
 
 
/s/ Daniel Asher
By: Daniel Asher 
Its: Trustee 
 
 
Daniel Asher Descendant Trust
 
 
/s/ Fred Goldman
By: Fred Goldman 
Its: Trustee 
 
 
Castle Creek Fund, L.P.
 
By Castle Creek Partners, LLC, its General Partner
 
 
/s/ Fred Goldman
By: Fred Goldman 
Its: Manager 
 
 
 
Castle Creek Partners, LLC
 
 
/s/ Fred Goldman
By: Fred Goldman 
Its: CFO 
 
 
Braeside Trust
 
 
/s/ Fred Goldman
By: Fred Goldman
Its: Trustee 
 
 
 
/s/ Daniel Asher 
Daniel Asher

11
EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13G to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
Date:  April 3, 2019

 
Daniel Asher Revocable Trust
 
 
/s/ Daniel Asher
By: Daniel Asher 
Its: Trustee 
 
 
 
 
Daniel Asher Descendant Trust
 
 
 
/s/ Fred Goldman
By: Fred Goldman 
Its: Trustee  
 
 
Castle Creek Fund, L.P.
 
By Castle Creek Partners, LLC, its General Partner
 
 
/s/ Fred Goldman
By: Fred Goldman 
Its: Manager 
 
 
Castle Creek Partners, LLC
 
 
/s/ Fred Goldman
By: Fred Goldman 
Its: CFO 
 
 
 
Braeside Trust
 
 
 
/s/ Fred Goldman
By: Fred Goldman
Its: Trustee 
 
 
 
 
 
/s/ Daniel Asher  
Daniel Asher