UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CAPITOL ACQUISITION CORP. III
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
14055M205
(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)
☐ 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 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. 14055M205 | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
2,750,000 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
2,750,000 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,750,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8% (1) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IA | |||||
| (1) | The percentage set forth in Row 11 of this Cover Page is based on 40,625,000 shares of Common Stock (as defined herein) of the Issuer (as defined herein) outstanding as of November 10, 2016, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016. |
| CUSIP No. 14055M205 | 13G | Page 3 of 5 Pages |
Item 1.
| (a) | Name of Issuer |
Capitol Acquisition Corp. III
| (b) | Address of Issuer’s principal executive offices |
509 7th Street, N.W., Washington, DC 20004
Item 2.
| (a) | Name of person filing |
This Amendment No. 1 to the Schedule 13G filed on April 6, 2016 is being filed on behalf of BlueMountain Capital Management, LLC (“BMCM”) with respect to the shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Capitol Acquisition Corp. III, a Delaware corporation (the “Issuer”).
BMCM acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by, the following entities:
| (i) | Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 1,929,969 shares of Common Stock directly owned by it; |
| (ii) | BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 262,199 shares of Common Stock directly owned by it; |
| (iii) | BlueMountain Logan Opportunities Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 160,456 shares of Common Stock directly owned by it; |
| (iv) | BlueMountain Equity Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 201,505 shares of Common Stock directly owned by it; and |
| (v) | BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg, with respect to the 195,871 shares of Common Stock directly owned by it. |
The filing of this statement should not be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
| (b) | Address or principal business office or, if none, residence |
280 Park Avenue, 12th Floor, New York, New York 10017
| (c) | Citizenship |
See Row 4 of the Cover Page.
| (d) | Title of class of securities |
Common Stock, par value $0.0001 per share
| (e) | CUSIP No. |
14055M205
| CUSIP No. 14055M205 | 13G | Page 4 of 5 Pages |
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:
| (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 §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations 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) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
Item 4. Ownership.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the Cover Page and is incorporated herein by reference.
BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
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 I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| CUSIP No. 14055M205 | 13G | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: February 10, 2017
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
| By: /s/ ERIC M. ALBERT |
| Eric M. Albert, Chief Compliance Officer |