0000899243-16-021461.txt : 20160602
0000899243-16-021461.hdr.sgml : 20160602
20160602153802
ACCESSION NUMBER: 0000899243-16-021461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160601
FILED AS OF DATE: 20160602
DATE AS OF CHANGE: 20160602
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fuel Systems Solutions, Inc.
CENTRAL INDEX KEY: 0001340786
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 203960974
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 780 THIRD AVENUE
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 646-502-7170
MAIL ADDRESS:
STREET 1: 780 THIRD AVENUE
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Becker Drapkin Partners SLV, Ltd.
CENTRAL INDEX KEY: 0001657252
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32999
FILM NUMBER: 161692368
BUSINESS ADDRESS:
STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED
STREET 2: UGLAND HOUSE, PO BOX 309
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 2147566016
MAIL ADDRESS:
STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED
STREET 2: UGLAND HOUSE, PO BOX 309
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Northern Right Capital (QP), L.P.
CENTRAL INDEX KEY: 0001451722
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32999
FILM NUMBER: 161692369
BUSINESS ADDRESS:
STREET 1: 10 CORBIN DRIVE
STREET 2: 3RD FLOOR
CITY: DARIEN
STATE: CT
ZIP: 06820
BUSINESS PHONE: (203) 951-6084
MAIL ADDRESS:
STREET 1: 10 CORBIN DRIVE
STREET 2: 3RD FLOOR
CITY: DARIEN
STATE: CT
ZIP: 06820
FORMER NAME:
FORMER CONFORMED NAME: BECKER DRAPKIN PARTNERS (QP), L.P.
DATE OF NAME CHANGE: 20100820
FORMER NAME:
FORMER CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND (QP) LP
DATE OF NAME CHANGE: 20081209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Drapkin Matthew A
CENTRAL INDEX KEY: 0001458693
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32999
FILM NUMBER: 161692370
MAIL ADDRESS:
STREET 1: 500 CRESCENT COURT
STREET 2: SUITE 230
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Becker Steven R
CENTRAL INDEX KEY: 0001349005
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32999
FILM NUMBER: 161692371
MAIL ADDRESS:
STREET 1: 5525 NAKOMA DRIVE
CITY: DALLAS
STATE: TX
ZIP: 75209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Northern Right Capital Management, L.P.
CENTRAL INDEX KEY: 0001346543
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32999
FILM NUMBER: 161692372
BUSINESS ADDRESS:
STREET 1: 10 CORBIN DRIVE
STREET 2: 3RD FLOOR
CITY: DARIEN
STATE: CT
ZIP: 06820
BUSINESS PHONE: (203) 951-6084
MAIL ADDRESS:
STREET 1: 10 CORBIN DRIVE
STREET 2: 3RD FLOOR
CITY: DARIEN
STATE: CT
ZIP: 06820
FORMER NAME:
FORMER CONFORMED NAME: Becker Drapkin Management, L.P.
DATE OF NAME CHANGE: 20100824
FORMER NAME:
FORMER CONFORMED NAME: SRB Management, L.P.
DATE OF NAME CHANGE: 20051209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BC Advisors LLC
CENTRAL INDEX KEY: 0001349003
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32999
FILM NUMBER: 161692373
BUSINESS ADDRESS:
STREET 1: 500 CRESCENT COURT
STREET 2: SUITE 230
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: (214) 756-6016
MAIL ADDRESS:
STREET 1: 500 CRESCENT COURT
STREET 2: SUITE 230
CITY: DALLAS
STATE: TX
ZIP: 75201
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-06-01
1
0001340786
Fuel Systems Solutions, Inc.
FSYS
0001346543
Northern Right Capital Management, L.P.
500 CRESCENT COURT, SUITE 230
DALLAS
TX
75201
0
0
0
1
Member of 13D 10% Group
0001349005
Becker Steven R
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 500 CRESCENT COURT, SUITE 230
DALLAS
TX
75201
1
0
0
1
Member of 13D 10% Group
0001458693
Drapkin Matthew A
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 500 CRESCENT COURT, SUITE 230
DALLAS
TX
75201
0
0
0
1
Member of 13D 10% Group
0001451722
Northern Right Capital (QP), L.P.
500 CRESCENT COURT, SUITE 230
DALLAS
TX
75201
0
0
0
1
Member of 13D 10% Group
0001657252
Becker Drapkin Partners SLV, Ltd.
500 CRESCENT COURT, SUITE 230
DALLAS
TX
75201
0
0
0
1
Member of 13D 10% Group
0001349003
BC Advisors LLC
500 CRESCENT COURT, SUITE 230
DALLAS
TX
75201
0
0
0
1
Member of 13D 10% Group
Common Stock
2016-06-01
4
D
0
639167
D
0
I
See footnotes
Common Stock
2016-06-01
4
D
0
886752
D
0
I
See footnotes
Common Stock
2016-06-01
4
D
0
368646
D
0
I
See footnotes
Common Stock
2016-06-01
4
D
0
6054
D
0
D
On June 1, 2016, Westport Innovations Inc. ("Westport") acquired Fuel Systems Solutions, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Westport, Whitehorse Merger Sub Inc. ("Merger Sub") and the Company, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Westport.
At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 2.4755 common shares of Westport based on the exchange ratio provided for in the Merger Agreement.
Represented Common Stock of the Company directly held by Northern Right Capital (QP), L.P. ("Northern Right Capital QP").
Mr. Becker and Mr. Drapkin may have been deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of Northern Right Capital Management, L.P. ("Northern Right Capital Management") (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and Northern Right Capital Management is the general partner of, and investment manager for, Northern Right Capital QP, and the investment manager of each of Becker Drapkin Partners SLV, Ltd. ("BD SLV") and a managed account on behalf of an investment advisory client of Northern Right Capital Management (the "Managed Account"). Mr. Becker disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
Represented Common Stock of the Company directly held by BD SLV.
Represented Common Stock of the Company directly held by the Managed Account.
Represented Common Stock of the Company directly held by Steven Becker.
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory
2016-06-02
NORTHERN RIGHT CAPITAL (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory
2016-06-02
BECKER DRAPKIN PARTNERS SLV, LTD., By: BC Advisors, LLC, its investment manager, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Title: Authorized Signatory
2016-06-02
BC ADVISORS, LLC, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory
2016-06-02
MATTHEW A. DRAPKIN, /s/ Matthew A. Drapkin
2016-06-02
STEVEN R. BECKER, /s/ Steven R. Becker
2016-06-02