<SEC-DOCUMENT>0001393825-11-000035.txt : 20111130
<SEC-HEADER>0001393825-11-000035.hdr.sgml : 20111130
<ACCEPTANCE-DATETIME>20111130164009
ACCESSION NUMBER: 0001393825-11-000035
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20111130
DATE AS OF CHANGE: 20111130
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: EVERGREEN ENERGY INC
CENTRAL INDEX KEY: 0000912365
STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221]
IRS NUMBER: 841079971
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48425
FILM NUMBER: 111234450
BUSINESS ADDRESS:
STREET 1: 1225 17TH STREET
STREET 2: SUITE 1300
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: 3032932992
MAIL ADDRESS:
STREET 1: 1225 17TH STREET
STREET 2: SUITE 1300
CITY: DENVER
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: KFX INC
DATE OF NAME CHANGE: 19940316
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>eee_sc13g.txt
<DESCRIPTION>EVERGREEN ENERGY INC, SC13G
<TEXT>
<SEQUENCE>1
<FILENAME>eee_sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Evergreen Energy Inc.
(Name of Issuer)
Common Stock, par value 0.001 per share
(Title of Class of Securities)
30024B203
(CUSIP Number)
November 22, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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 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).
Page 1 of 10 Pages
<Page>
CUSIP No. 30024B203 13G Page 2 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011 convertible
into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into [43,074] shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common Shares
that would be issuable upon full exercise of such reported securities and do
not give effect to such blocker. Therefore, the actual number of Common
Shares beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows
(6), (8) and (9).
<PAGE>
CUSIP No. 30024B203 13G Page 3 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
STOCK --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities
are subject to a 4.99% blocker and the percentage set forth in row (11)
gives effect to such blocker. However, as more fully described in Item 4,
the securities reported in rows (6), (8) and (9) show the number of Common
Shares that would be issuable upon full exercise of such reported securities
and do not give effect to such blocker. Therefore, the actual number of
Common Shares beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported in
rows (6), (8) and (9).
<PAGE>
CUSIP No. 30024B203 13G Page 4 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011
convertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,450,794 shares of Common Stock
$10,000 principal amount of Senior Convertible Notes due 12/21/2011 c
onvertible into 43,478 shares of Common Stock (see Item 4)*
Warrants to purchase up to 224,614 shares of Common Stock, which expire on
7/29/15 (see Item 4)*
Warrants to purchase up to 434,783 shares of Common Stock, which expire on
11/21/16 (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (See Item 4)
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of Common
Shares that would be issuable upon full exercise of such reported securities
and do not give effect to such blocker. Therefore, the actual number of
Common Shares beneficially owned by such Reporting Person, after giving
effect to such blocker, is less than the number of securities reported in
rows (6), (8) and (9).
<PAGE>
CUSIP No. 30024B203 13G Page 5 of 10 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Evergreen Energy, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
1225 17th Street
Suite 1300
Denver, CO 80202
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay
Capital Management, L.P. (the "Investment Manager") and Mr. Sander Gerber
("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Investment
Manager and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
The address of the principal business office of Hudson Bay Master
Fund Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
30024B203
CUSIP No. 30024B203 13G Page 6 of 10 Pages
-----------------------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of
the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
On the date of the event which requires the filing of this
Schedule 13G, each of the Reporting Persons may have been deemed to be the
beneficial owner of more than five percent of the shares of Common Stock.
The Company's quarterly report on Form 10-Q filed on November 21, 2011, for
the quarterly period ended September 30, 2011, indicates that the total
number of outstanding shares of Common Stock was 27,694,820 on
November 17, 2011. The percentages set forth on Row (ll) of the cover page
for each Reporting Person is based on the Company's total number of
outstanding shares of Common Stock, takes into account shares of Common
Stock issued by the Company pursuant to the terms of the Senior Convertible
Notes and assumes the conversion of the reported Senior Convertible Notes
(the 'Reported Notes') and the exercise of the reported warrants
(the 'Reported Warrants'), in each case subject to the applicable Blocker
(as defined below). The Senior Convertible Notes are convertible into
shares of Common Stock, under certain circumstances, at the election of
the holder thereof either (i) at the Conversion Price (as defined in such
Senior Convertible Notes) or (ii) at 80% of the closing bid price of the
Common Stock on the trading day immediately preceding the conversion. The
number of shares of Common Stock into which the Reported Notes is convertible
that is disclosed on rows (6), (8) and (9) of the Reporting Persons' cover
pages is determined based on the closing bid price of the Common Stock on
the trading day immediately preceding the date of the filing of this
Schedule 13G, which is the lower of clauses (i) and (ii) above.
CUSIP No. 30024B203 13G Page 7 of 10 Pages
-----------------------------------------------------------------------------
Pursuant to the terms of the Reported Notes, the Reporting Persons
cannot convert any of the Reported Notes until such time as the Reporting
Persons would not beneficially own, after any such conversion, more than
9.99% of the outstanding shares of Common Stock (the "9.99% Blocker"). In
addition, pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise any of the Reported Warrants until such time as
the Reporting Persons would not beneficially own, after any such exercise,
more than 4.99% of the outstanding shares of Common Stock (the "4.99%
Blocker" and collectively with the 9.99% Blocker, the "Blocker").
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of
all shares of Common Stock held by Hudson Bay Master Fund Ltd. Mr. Gerber
serves as the managing member of Hudson Bay Capital GP LLC, which is the
general partner of the Investment Manager. Each of Hudson Bay Master Fund
Ltd. and Mr. Gerber disclaims beneficial ownership of these securities.
Hudson Bay Master Fund Ltd. is named as Reporting Person herein solely to
report the securities held in its name.
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: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
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.
CUSIP No. 30024B203 13G Page 8 of 10 Pages
-----------------------------------------------------------------------------
Item 10. Certification
By signing below each of the undersigned 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 30, 2011, by and
among Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P.,
and Sander Gerber.
<PAGE>
CUSIP No. 30024B203 13G Page 9 of 10 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: November 30, 2011
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
<PAGE>
CUSIP No. 30024B203 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Common Shares, par value $0.00000002 per share, of Marshall Edwards, Inc. is
being filed, and all amendments thereto will be filed, on behalf of each of
the persons and entities named below in accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated as of November 30, 2011
HUDSON BAY MASTER FUND LTD HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: Hudson Bay Capital Management, L.P. By: /s/ Sander Gerber
Name: Sander Gerber
Investment Manager Title: Authorized Signatory
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-17730909.3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>