0000902664-15-004183.txt : 20151113 0000902664-15-004183.hdr.sgml : 20151113 20151113100556 ACCESSION NUMBER: 0000902664-15-004183 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151113 DATE AS OF CHANGE: 20151113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Central GoldTrust CENTRAL INDEX KEY: 0001364728 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87886 FILM NUMBER: 151227326 BUSINESS ADDRESS: STREET 1: P.O. BOX 10106, MEADOWLANDS CITY: ANCASTER STATE: A6 ZIP: L9K 1P3 BUSINESS PHONE: 905-304-4653 MAIL ADDRESS: STREET 1: P.O. BOX 10106, MEADOWLANDS CITY: ANCASTER STATE: A6 ZIP: L9K 1P3 FORMER COMPANY: FORMER CONFORMED NAME: Central Gold-Trust DATE OF NAME CHANGE: 20060601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Asset Management Partners Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 FORMER COMPANY: FORMER CONFORMED NAME: Polar Securities Inc. DATE OF NAME CHANGE: 20050506 SC 13D/A 1 p15-2179sc13da.htm CENTRAL GOLDTRUST

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

 

Central GoldTrust

(Name of Issuer)

 

 

Units

(Title of Class of Securities)

 

 

153546106

(CUSIP Number)
 

Polar Asset Management Partners Inc.

(f/k/a 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)
 

November 12, 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 6 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 6 Pages
 

 

1

NAME OF REPORTING PERSON

Polar Asset Management Partners Inc. (f/k/a 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

1,298,008 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,298,008 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,298,008 Units

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.73%

14

TYPE OF REPORTING PERSON

IA

         

 

 

CUSIP No. 153546106SCHEDULE 13D/APage 3 of 6 Pages
 

 

1

NAME OF REPORTING PERSON

Polar Multi-Strategy Master Fund (f/k/a 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

1,298,008 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,298,008 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,298,008 Units

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.73%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

 

CUSIP No. 153546106SCHEDULE 13D/APage 4 of 6 Pages
 

This Amendment No. 3 (this "Amendment No. 3") amends the statement on Schedule 13D filed on March 3, 2015 (the "Original Schedule 13D"), as amended hereby and by Amendment No. 1 filed with the Securities and Exchange Commission (the "SEC") on April 2, 2015 ("Amendment No. 1") and as amended by Amendment No. 2 filed with the SEC on May 5, 2015 ("Amendment No. 2" and together with the Original Schedule 13D and Amendment No. 1, 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. 3 shall have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 of the Schedule 13D is hereby amended and restated as follows:
   
  Funds for the purchase of the Units were derived from the subscription proceeds from investors in Polar Multi-Strategy Master Fund (formerly known as North Pole Capital Master Fund) (the "Master Fund") and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Units reported herein. A total of $54,300,189.16 was paid to acquire the Units.

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Polar Asset Management Partners Inc. (formerly known as Polar Securities Inc.) ("Polar Management"), on behalf of the Master Fund, has tendered substantially all of the Master Fund's position into the exchange offer of Sprott Asset Management LP and its affiliates (the "Sprott Offer") and intends to tender all of its position prior to the expiry of the Sprott Offer. Polar Management, on behalf of the Master Fund, may from time to time buy additional Units with the intention of tendering them into the Sprott Offer.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Units and the percentage of the Units beneficially owned by each of the Reporting Persons.  The percentage reported in this Schedule 13D is calculated based upon the 19,299,000 Units outstanding as of June 15, 2015 as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 23, 2015.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Units as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the Units since the filing of the Original Schedule 13D by the Master Fund, which were all in the open market, are set forth in Schedule B, and are incorporated herein by reference. Polar Management did not enter into any transactions in the Units since the filing of the Original Schedule 13D.
   

  

 

CUSIP No. 153546106SCHEDULE 13D/APage 5 of 6 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: November 13, 2015

 

     
POLAR ASSET MANAGEMENT PARTNERS INC.    
     
     
/s/ Greg Lemaich    
Name: Greg Lemaich    
Title: General Counsel    
     
Polar Multi-Strategy Master Fund    
By:   Polar Asset Management Partners Inc.,    
  its investment manager    
     
/s/ Greg Lemaich    
Name: Greg Lemaich    
Title: General Counsel    

 

 

 

CUSIP No. 153546106SCHEDULE 13D/APage 6 of 6 Pages
 

Schedule B

 

This Schedule sets forth information with respect to each purchase and sale of Units which were effectuated by a Reporting Person since the filing of the Original Schedule 13D. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Unit ($)* is a weighted average price if a price range is indicated in the column Price Range ($). These Units were purchased/sold in multiple transactions at prices between the price ranges below. The reporting persons will undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Units sold at each separate price.  

 

 

POLAR MULTI-STRATEGY MASTER FUND (F/K/A NORTH POLE CAPITAL MASTER FUND)

 

 

Date of Transaction Units Purchased (Sold) Price Per Unit ($)* Price Range ($)*
       
10/23/2015 24,400 41.35502 41.26-41.415
10/26/2015 32,265 41.3709 41.28-41.46
10/27/2015 17,777 41.45806 41.28-41.5
10/28/2015 500 41.087 41.075-41.095
10/28/2015 19,881 41.6329 41.10-42.10
11/02/2105 500 40.314 40.31-40.315
11/04/2015 3,500 39.48686 39.355-39.62
11/05/2015 16,100 39.24256 39.15-39.32
11/06/2015 9,432 38.66817 38.51-38.735
11/09/2015 6,400 38.73406 38.71-38.755
11/10/2015 1,800 38.62333 38.585-38.65
11/11/2015 20,932 38.60362 38.47-38.74
11/12/2015 29,000 38.30521 38.17-38.6
       
       

 

  

* Excluding commissions.