SC 13D/A 1 p15-1237sc13da.htm CENTRAL GOLDTRUST

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

 

Central GoldTrust

(Name of Issuer)

 

 

Units

(Title of Class of Securities)

 

 

153546106

(CUSIP Number)
 

Polar Securities Inc.

Attention: Greg Lemaich

401 Bay Street, Suite 1900

P.O. Box 19

Toronto, ON M5H 2Y4, Canada

(416) 369-8087

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 1, 2015

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 5 Pages)

______________________________

* 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. 153546106SCHEDULE 13D/APage 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

Polar Securities Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,095,231 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,095,231 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,095,231 Units

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.68%

14

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 153546106SCHEDULE 13D/APage 3 of 5 Pages

 

1

NAME OF REPORTING PERSON

North Pole Capital Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,095,231 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,095,231 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,095,231 Units

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.68%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

 
CUSIP No. 153546106SCHEDULE 13D/APage 4 of 5 Pages

This Amendment No. 2 (this "Amendment No. 2") amends the statement on Schedule 13D filed on March 3, 2015 (the "Original Schedule 13D", and as amended hereby and by Amendment No. 1 filed on April 2, 2015, the "Schedule 13D") with respect to the units (the "Units"), of Central GoldTrust, a trust established under the laws of the Province of Ontario, Canada (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4 and 7 as set forth below.

 

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 

The annual and special meeting of unitholders of the Issuer was held on May 1, 2015. Polar Securities issued a press release on May 4, 2015 commenting on the results of the annual and special meeting. A copy of the press release is attached as Exhibit 6 to this Schedule 13D and is incorporated by reference into this Item 4 as if set out in full.

 

Polar Securities is continuing to evaluate various means to enhance shareholder value.

   

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Exhibit 6: Press Release, dated May 4, 2015.
 
CUSIP No. 153546106SCHEDULE 13D/APage 5 of 5 Pages

 

SIGNATURES

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

 

Date: May 5, 2015

 

     
POLAR SECURITIES INC.    
     
     
/s/ Greg Lemaich    
Name: Greg Lemaich    
Title: General Counsel    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    
     
/s/ Greg Lemaich    
Name: Greg Lemaich    
Title: General Counsel