0000905148-17-000288.txt : 20170214 0000905148-17-000288.hdr.sgml : 20170214 20170214103228 ACCESSION NUMBER: 0000905148-17-000288 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LINDBLAD EXPEDITIONS HOLDINGS, INC. CENTRAL INDEX KEY: 0001512499 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 274749725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87458 FILM NUMBER: 17603795 BUSINESS ADDRESS: STREET 1: 96 MORTON STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-261-9000 MAIL ADDRESS: STREET 1: 96 MORTON STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: Capitol Acquisition Corp. II DATE OF NAME CHANGE: 20110208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Killinger Johann CENTRAL INDEX KEY: 0001647727 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: HEILWIGSTRASSE 96 CITY: HAMBURG STATE: 2M ZIP: 20249 SC 13G/A 1 efc17-061_fmsc13ga.htm efc15-530_fmsc13g.htm

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



 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
LINDBLAD EXPEDITIONS HOLDINGS, INC.
 (Name of Issuer)
 
Common Stock, $0.0001 par value per share
 (Title of Class of Securities)
 
535219109
 (CUSIP Number)
 
December 31, 2016
 (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).
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
 
CUSIP No. 535219109 Page 2 of 11 Pages
 
 
 
1.
Names of Reporting Persons.
 
JOHANN KILLINGER
2.
Check the Appropriate Box if a Member of a Group
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Germany
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
3,150,829
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
3,150,829
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,150,829
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.9%
12.
Type of Reporting Person:
 
IN, HC
 
CUSIP No. 535219109 Page 3 of 11 Pages
 
1.
Names of Reporting Persons.
 
DIRK BALDEWEG
2.
Check the Appropriate Box if a Member of a Group
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Germany
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
3,150,829
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
3,150,829
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,150,829
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
6.9%
12.
Type of Reporting Person:
 
IN, HC
 
CUSIP No. 535219109 Page 4 of 11 Pages
 
 
 
1.
Names of Reporting Persons.
 
TALAS SHIPPING GMBH & CO. KG
2.
Check the Appropriate Box if a Member of a Group
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Germany
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
1,136,587
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,136,587
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,136,587
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
2.5%
12.
Type of Reporting Person:
 
OO
 
CUSIP No. 535219109 Page 5 of 11 Pages
 
1.
Names of Reporting Persons.
 
TWO MOUNTAIN LTD.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [  ]
(b) [  ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
 
Marshall Islands
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
2,014,242
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
2,014,242
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,014,242
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
4.4%
12.
Type of Reporting Person:
 
OO
 
  Page 6 of 11 Pages
 
Item 1(a).
Name of Issuer:
 
Lindblad Expeditions Holdings, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
96 Morton Street, 9th Floor, New York, NY 10014

Item 2(a).
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  Johann Killinger (“Dr. Killinger”);
ii) Dirk Baldeweg (“Dr. Baldeweg”);

iii) Talas Shipping GmbH & Co. KG (“Talas”); and

iv) Two Mountain Ltd. (“Two Mountain”).
 
                               This Statement relates to Shares (as defined herein) beneficially owned by Talas and Two Mountain.  Each of Dr. Killinger and Dr. Baldeweg serve as managing director to Talas and director to Two Mountain.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is Schlossstrasse 5, 23883 Seedorf, Germany.

Item 2(c)
Citizenship:

i)  Dr. Killinger is a citizen of Germany.
ii) Dr. Baldeweg is a citizen of Germany.

iii) Talas is incorporated in Germany.

iv) Two Mountain is organized under the laws of the Marshall Islands.

Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.0001 par value per share (the “Shares”)
 
Item 2(e).
CUSIP Number:
 
535219109
 
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
 
This Item 3 is not applicable.
 
  Page 7 of 11 Pages
 
Item 4.
Ownership:
Item 4(a)
Amount Beneficially Owned:
 
As of December 31, 2016, each of Dr. Killinger and Dr. Baldeweg may be deemed the beneficial owner of 3,150,829 Shares. This amount consists of: (A) 1,136,587 Shares beneficially owned by Talas and (B) 2,014,242 Shares beneficially owned by Two Mountain.
 
Item 4(b)
Percent of Class:
 
As of December 31, 2016, each of Dr. Killinger and Dr. Baldeweg may be deemed the beneficial owner of approximately 6.9% of Shares outstanding. Talas may be deemed the beneficial owner of approximately 2.5% of Shares outstanding. Two Mountain may be deemed the beneficial owner of approximately 4.4% Shares outstanding. (There were 45,968,480 Shares outstanding as of November 1, 2016, according to the Issuer’s current report on Form 10-Q, filed on  November 4, 2016.)
 
Item 4(c)
Number of Shares as to which such person has:
 
Dr. Killinger and Dr. Baldeweg:  
   
(i) Sole power to vote or direct the vote:
0
   
(ii) Shared power to vote or direct the vote:
3,150,829
   
(iii) Sole power to dispose or direct the disposition of:
0
   
(iv) Shared power to dispose or direct the disposition of:
3,150,829
 
Talas:  
   
(i) Sole power to vote or direct the vote:
0
   
(ii) Shared power to vote or direct the vote:
1,136,587
   
(iii) Sole power to dispose or direct the disposition of:
0
   
(iv) Shared power to dispose or direct the disposition of:
1,136,587
 
Two Mountain:  
   
(i) Sole power to vote or direct the vote:
0
   
(ii) Shared power to vote or direct the vote:
2,014,242
   
(iii) Sole power to dispose or direct the disposition of:
0
   
(iv) Shared power to dispose or direct the disposition of:
2,014,242
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable to each of Dr. Killinger or Dr. Baldeweg.  As of August 29, 2016, Talas has ceased to be the beneficial owner of more than five percent of the Shares.  As of November 22, 2016, Two Mountain has ceased to be the beneficial owner of more than five percent of the Shares.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
This Item 6 is not applicable.
 
  Page 8 of 11 Pages
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
  Page 9 of 11 Pages
 
 
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.
 
 
 
JOHANN KILLINGER
  
       
 
By:
/s/ Dr. Johann Killinger  
   
Dr. Johann Killinger
  
 
 
DIRK BALDEWEG
  
       
 
By:
/s/ Dr. Dirk Baldeweg  
   
Dr. Dirk Baldeweg
  
 
 
TALAS SHIPPING GMBH & CO. KG
  
       
 
By:
/s/ Dr. Dirk Baldeweg  
   
Dr. Dirk Baldeweg
Managing Director of Talas Shipping GmbH & Co.
  
 
 
TWO MOUNTAIN LTD.
  
       
 
By:
/s/ Dr. Dirk Baldeweg  
   
Dr. Dirk Baldeweg
Director of Two Mountain Ltd.
  
 
February 14, 2017
 
 
Page 10 of 11 Pages
 
EXHIBIT INDEX
 
Ex.
  
Page No.
 
A
Joint Filing Agreement
11
 
 
 
 
  Page 11 of 11 Pages
 
EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Lindblad Expeditions Holdings, Inc. dated as of February 14, 2017 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
JOHANN KILLINGER
  
       
 
By:
/s/ Dr. Johann Killinger  
   
Dr. Johann Killinger
  
 
 
DIRK BALDEWEG
  
       
 
By:
/s/ Dr. Dirk Baldeweg  
   
Dr. Dirk Baldeweg
  
 
 
TALAS SHIPPING GMBH & CO. KG
  
       
 
By:
/s/ Dr. Dirk Baldeweg  
   
Dr. Dirk Baldeweg
Managing Director of Talas Shipping GmbH & Co.
  
 
 
TWO MOUNTAIN LTD.
  
       
 
By:
/s/ Dr. Dirk Baldeweg  
   
Dr. Dirk Baldeweg
Director of Two Mountain Ltd.
  
 
February 14, 2017