-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D8SCjrL3gGmSmMNKbf39j8p/xmSGEDh9yYPQxwp9mKF50Xe42H9qBAIg7viFGF0g 2DYbu4l3xj6nWvE/GPxwfA== 0000902664-08-002045.txt : 20080515 0000902664-08-002045.hdr.sgml : 20080515 20080515142525 ACCESSION NUMBER: 0000902664-08-002045 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACROshares Oil Up Tradeable Trust CENTRAL INDEX KEY: 0001382994 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 766222940 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82824 FILM NUMBER: 08836312 BUSINESS ADDRESS: STREET 1: 130 7TH AVENUE, #356 CITY: NEW YORK STATE: NY ZIP: 10011-6632 BUSINESS PHONE: (973) 889-1973 MAIL ADDRESS: STREET 1: 130 7TH AVENUE, #356 CITY: NEW YORK STATE: NY ZIP: 10011-6632 FORMER COMPANY: FORMER CONFORMED NAME: Claymore MACROshares Oil Up Tradeable Trust DATE OF NAME CHANGE: 20061208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2S6 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2S6 SC 13G 1 p08-1015sc13g.htm MACROSHARES OIL UP TRADEABLE TRUST

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)

AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

MACROshares Oil Up Tradeable Trust

(Name of Issuer)

 

MACROshares Oil Up Tradeable Shares

(Title of Class of Securities)

 

55610L109

(CUSIP Number)

 

May 5, 2008

(Date of Event Which Requires Filing of this Schedule)

 

 

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

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 purposes 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. 55610L109

 

13G

Page 2 of 9 Pages

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Polar Securities Inc.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) o

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

0

6

SHARED VOTING POWER

1,050,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,000

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12

TYPE OF REPORTING PERSON

IA

 

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 3 of 9 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

North Pole Capital Master Fund

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.0%

12

TYPE OF REPORTING PERSON**

CO

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 4 of 9 Pages

 

 

 

Item 1(a).

NAME OF ISSUER:

 

 

MACROshares Oil Up Tradeable Trust (the "Company")

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

130 7th Avenue #356

 

New York, NY 10011

 

Item 2s(a), 2(b) and 2(c).

NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":

 

(i)

North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G directly owned by it.

 

(ii)

Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws of Ontario, Canada, with respect to the Shares reported in this Schedule 13G directly owned by North Pole.

The citizenship of each of the Reporting Persons is set forth above.

The address of the principal business office of each of the Reporting Persons is 372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

MACROshares Oil Up Tradeable Shares (the "Shares")

 

Item 2(e).

CUSIP NUMBER:

 

 

55610L109

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 5 of 9 Pages

 

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) or 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of the Act;

(b)

o

Bank as defined in Section 3(a)(6) of the Act;

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940;

(e)

o

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

(f)

o

Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

(g)

o

Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);

(h)

o

Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

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)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. x

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 6 of 9 Pages

 

 

Item 4.

OWNERSHIP.

 

Polar Securities Inc. serves as the investment manager to North Pole and a number of discretionary accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G.

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

A.

Polar Securities

 

 

 

(a)

Amount beneficially owned: 1,050,000

 

 

 

 

(b)

Percent of class: 6.0%

 

 

 

 

(all percentages herein are based on 17,500,000 Shares reported to be outstanding by Bloomberg as of May 15, 2008).

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

 

 

(ii)

shared power to vote or to direct the vote: 1,050,000 Shares.

 

 

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

 

 

(iv)

shared power to dispose or to direct the disposition of:
1,050,000 Shares.

 

B.

North Pole

 

 

 

(a)

Amount beneficially owned: 1,050,000

 

 

 

(b)

Percent of class: 6.0%

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

sole power to vote or to direct the vote: 0 Shares.

 

 

 

(ii)

shared power to vote or to direct the vote: 1,050,000 Shares.

 

 

 

(iii)

sole power to dispose or to direct the disposition of: 0 Shares.

 

 

 

(iv)

shared power to dispose or to direct the disposition of:
1,050,000 Shares.

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 7 of 9 Pages

 

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

Not applicable.

 

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

 

See Item 4.

 

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

 

Not applicable.

 

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

See Item 4.

 

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

Not applicable.

 

 

Item 10.

CERTIFICATIONS (if filing pursuant to Rule 13d-1(c)).

 

 

Each of the Reporting Persons hereby make the following certification:

By signing below each Reporting Person certifies that, to the best of its 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.

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 8 of 9 Pages

 

 

SIGNATURES

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

 

Dated: May 15, 2008

Polar Securities Inc.

 

/s/ Paul Sabourin

 

 

 

Paul Sabourin

 

Chief Investment Officer

 

 

 

North Pole Capital Master Fund

 

By: Polar Securities Inc.

 

/s/ Paul Sabourin

 

 

 

Paul Sabourin

 

Chief Investment Officer

 

 

 

 

 

 

 

 

 


CUSIP No. 55610L109

 

13G

Page 9 of 9 Pages

 

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: May 15, 2008

Polar Securities Inc.

 

/s/ Paul Sabourin

 

 

 

Paul Sabourin

 

Chief Investment Officer

 

 

 

North Pole Capital Master Fund

 

By: Polar Securities Inc.

 

/s/ Paul Sabourin

 

 

 

Paul Sabourin

 

Chief Investment Officer

 

 

 

 

 

 

 

 

 

 

 

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