0000899140-14-000210.txt : 20140214 0000899140-14-000210.hdr.sgml : 20140214 20140214134825 ACCESSION NUMBER: 0000899140-14-000210 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: J. GOLDMAN CAPITAL MANAGEMENT INC. GROUP MEMBERS: JAY G. GOLDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AgFeed Industries, Inc. CENTRAL INDEX KEY: 0001331427 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 202597168 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82188 FILM NUMBER: 14614275 BUSINESS ADDRESS: STREET 1: 744 HORIZON COURT, STREET 2: SUITE 350 CITY: GRAND JUNCTION, STATE: CO ZIP: 81506 BUSINESS PHONE: 970-245-9410 MAIL ADDRESS: STREET 1: 744 HORIZON COURT, STREET 2: SUITE 350 CITY: GRAND JUNCTION, STATE: CO ZIP: 81506 FORMER COMPANY: FORMER CONFORMED NAME: Agfeed Industries, Inc DATE OF NAME CHANGE: 20061122 FORMER COMPANY: FORMER CONFORMED NAME: Wallace Mountain Resources Corp. DATE OF NAME CHANGE: 20050627 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J. Goldman & Co LP CENTRAL INDEX KEY: 0001412741 IRS NUMBER: 133341919 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 26TH FLOOR CITY: New York STATE: NY ZIP: 10022 BUSINESS PHONE: 212-262-4200 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 26TH FLOOR CITY: New York STATE: NY ZIP: 10022 SC 13G 1 a11298000.htm a11298000.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Amendment No. 0)

Under the Securities Exchange Act of 1934*

AgFeed Industries, Inc.
(Name of Issuer)

Class A Shares, no par value
(Title of Class of Securities)

00846L101
(CUSIP Number)

December 31, 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:

 
x
Rule 13d-1(b)
 
o
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 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. 00846L101                                                 
13G
Page 2 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
J. Goldman & Co., L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,625,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,625,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,625,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.5%
12
TYPE OF REPORTING PERSON*
 
IA
*SEE INSTRUCTION BEFORE FILLING OUT

 
 
 
 
 
 
CUSIP No. 00846L101                                                 
13G
Page 3 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
J. Goldman Capital Management, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,625,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,625,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,625,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.5%
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
 
 
CUSIP No. 00846L101                                                 
13G
Page 4 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Jay G. Goldman
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
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
 
6,625,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,625,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,625,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.5%
12
TYPE OF REPORTING PERSON*
 
IN

*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
 
 
 
Item 1(a)
Name of Issuer:
   
 
AgFeed Industries, Inc. (the “Company”)
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
100 Bluegrass Commons Blvd.
 
Suite 310
 
Hendersonville, TN 37075
   
Items 2(a)
Name of Person Filing:
   
 
This statement is filed by:  (i) J. Goldman & Co., L.P. (“JGC”) with respect to Class A Shares, no par value (“Common Stock”), of the Company beneficially owned by J. Goldman Master Fund, L.P.; (ii) J. Goldman Capital Management, Inc. (“JGCM”) with respect to Common Stock of the Company beneficially owned by J. Goldman Master Fund, L.P.; and (iii) Mr. Jay G. Goldman with respect to Common Stock of the Company beneficially owned by J. Goldman Master Fund, L.P.
   
Item 2(b)
Address of Principal Business Office:
   
 
The address of the principal business office of JGC, JGCM and Mr. Goldman is c/o J. Goldman & Co., L.P., 510 Madison Avenue, 26th Floor, New York, NY 10022.
   
Item 2(c)
Citizenship:
   
 
JGC and JGCM are organized under the laws of the State of Delaware. Mr. Goldman is a citizen of the United States of America.
   
Item 2(d)
Title of Class of Securities:
   
 
Class A Shares, no par value
   
Item 2(e)
CUSIP Number:
   
 
00846L101
   
Item 3
Not Applicable
   
Item 4
Ownership:
   
 
The percentages used herein are calculated based upon the 69,667,049 shares of Common Stock issued and outstanding as of July 15, 2013 as reported on the Company’s voluntary bankruptcy petition filed with the United States Bankruptcy Court by the Company on July 15, 2013.
   
   
 
 
 
Page 5 of 8
 
 
 
 
As of the close of business on February 13, 2014:
   
 
A. JGC
 
     (a) Amount beneficially owned:  6,625,000
 
     (b) Percent of class:  9.5%
 
     (c) (i)   Sole power to vote or direct the vote: -0-
 
          (ii)  Shared power to vote or direct the vote: 6,625,000
 
          (iii) Sole power to dispose or direct the disposition: -0-
 
          (iv) Shared power to dispose or direct the disposition: 6,625,000
   
   
 
B. JGCM
 
     (a) Amount beneficially owned: 6,625,000
 
     (b) Percent of class:  9.5%
 
     (c) (i)   Sole power to vote or direct the vote: -0-
 
          (ii)  Shared power to vote or direct the vote: 6,625,000
 
          (iii) Sole power to dispose or direct the disposition: -0-
 
          (iv) Shared power to dispose or direct the disposition: 6,625,000
   
 
C. Mr. Goldman
 
     (a) Amount beneficially owned: 6,625,000
 
     (b) Percent of class:  9.5%
 
     (c) (i)   Sole power to vote or direct the vote: -0-
 
          (ii)  Shared power to vote or direct the vote: 6,625,000
 
          (iii) Sole power to dispose or direct the disposition: -0-
 
          (iv) Shared power to dispose or direct the disposition: 6,625,000
   
   
 
JGC, JGCM and Mr. Goldman own directly no Common Stock.  Pursuant to the terms of the investment advisory agreement between J. Goldman Master Fund, L.P. and JGC, JGC has investment and voting power with respect to the securities held by J. Goldman Master Fund, L.P.  JGCM is the general partner of JGC.  Mr. Goldman controls JGC.
   
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.  o
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
 
 
 
Page 6 of 8
 
 
 
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:
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:

By signing below the signatory certifies that, to the best of his 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.
 
 
 
Page 7 of 8
 
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 14, 2014


J. GOLDMAN & CO., L.P.
   
By: /s/ Adam J. Reback
     -------------------------------------
Name:
Adam J. Reback
Title:
Chief Compliance Officer
   
   
J. GOLDMAN CAPITAL MANAGEMENT, INC.
   
By: /s/ Jay G. Goldman
     -------------------------------------
Name:
Jay G. Goldman
Title:
Director
   
   
JAY G. GOLDMAN
   
/s/ Jay G. Goldman
------------------------------------------
Jay G. Goldman


Page 8 of 8