SC 13G 1 sched13g.htm SC 13G NS Advisors, LLC: Schedule 13G - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

UNITEK GLOBAL SERVICES, INC.
(Name of Issuer)

Common Stock, $.00002 Par Value Per Share
(Title and Class of Securities)

91324T302
(CUSIP Number)

December 31, 2012
(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)



CUSIP No. 91324T302   Page 2 of 9 Pages
     
1

NAMES OF REPORTING PERSONS

 

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 

 

North Star Partners, L.P.

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

 

(a) [   ]
(b)
[X] Reporting Person is affiliated with other persons
 

 
 
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

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
6

SHARED VOTING POWER

 

0

 
 
7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
8

SHARED DISPOSITIVE POWER

 

0

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

[   ]

 
 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
12

TYPE OF REPORTING PERSON

 

PN

 
 

2



CUSIP No. 91324T302   Page 3 of 9 Pages
     
1

NAMES OF REPORTING PERSONS

 

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 

 

North Star Partners II, L.P.

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

 

(a) [   ]
(b)
[X] Reporting Person is affiliated with other persons
 

 
 
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

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
6

SHARED VOTING POWER

 

0

 
 
7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
8

SHARED DISPOSITIVE POWER

 

0

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

[   ]

 
 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
12

TYPE OF REPORTING PERSON

 

PN

 
 

3



CUSIP No. 91324T302   Page 4 of 9 Pages
     
1

NAMES OF REPORTING PERSONS

 

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 

 

NS Advisors, LLC

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

 

(a) [   ]
(b)
[X] Reporting Person is affiliated with other persons
 

 
 
3

SEC USE ONLY

 

 

 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut 

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer (1)

 
 
6

SHARED VOTING POWER

 

0

 
 
7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
8

SHARED DISPOSITIVE POWER

 

0

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

[   ]

 
 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
12

TYPE OF REPORTING PERSON

 

OO

 
 

(1) NS Advisors, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by North Star Partners, L.P. and North Star Partners II, L.P. NS Advisors, LLC also holds voting and dispositional control over the shares held in a separately managed account.

4



CUSIP No. 91324T302   Page 5 of 9 Pages
     
1

NAMES OF REPORTING PERSONS

 

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 

 

Andrew R. Jones 

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

 

(a) [   ]
(b)
[X] Reporting Person is affiliated with other persons
 

 
 
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

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer (1)

 
 
6

SHARED VOTING POWER

 

0

 
 
7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
8

SHARED DISPOSITIVE POWER

 

0

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

[   ]

 
 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

 
 
12

TYPE OF REPORTING PERSON

 

IN

 
 

(1) Mr. Jones may be deemed to hold an indirect beneficial interest in the shares, which are directly beneficially owned by North Star Partners, L.P. and North Star Partners II, L.P. because he is the managing member of NS Advisors, LLC which is the general partner of North Star Partners, L.P. and North Star Partners II, L.P. Mr. Jones also holds voting and dispositional control over the shares held in a separately managed account. Mr. Jones disclaims any beneficial ownership of the shares of Common Stock covered by this Statement in which he does not have a pecuniary interest.

5



CUSIP No. 91324T302   Page 6 of 9 Pages

Item 1(a). Name of Issuer:
   
  UniTek Global Services, Inc.
   
Item 1(b). Address of Issuer's Principal Executive Offices:
   
1777 Sentry Parkway West, Gwynedd Hall, Suite 302 Blue Bell, PA 19422
   
Item 2(a). Name of Person Filing:

  North Star Partners, L.P. (“Partners”)
  -------------------------------------------------------------------
  North Star Partners II, L.P. (“Partners II”)
  -------------------------------------------------------------------
  NS Advisors, LLC (“Advisors”)
  -------------------------------------------------------------------
  Andrew R. Jones

Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  274 Riverside Avenue, Westport, CT 06880  
   
Item 2(c). Citizenship:

  Partners and Partners II are Delaware limited partnerships.
  -------------------------------------------------------------------
  Advisors is a Connecticut limited liability company.
  -------------------------------------------------------------------
  Mr. Jones is a United States citizen.

6



CUSIP No. 91324T302   Page 7 of 9 Pages

Item 2(d). Title of Class of Securities:
   
  Common Stock, $0.00002 Par Value Per Share.
   
Item 2(e). CUSIP Number: 91324T302
   
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  (a) [  ] Broker or Dealer registered under Section 15 of the Act.
  (b) [  ] Bank as defined in Section 3(a)(6) of the Act.
  (c) [  ] Insurance Company as defined in Section 3(a)(19) of the Act.
  (d) [  ] Investment Company registered under Section 8 of the Investment Company Act.
  (e) [  ] Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).
  (f) [  ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).
  (g) [  ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
  (h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
  (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.
  (j) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
      If this Statement is filed pursuant to Rule 13d-1(c), check this box [x].

7



CUSIP No. 91324T302   Page 8 of 9 Pages

Item 4. Ownership.

  (a)

Amount beneficially owned: Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer.

       
  (b)

Percent of Class: Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

       
  (c)

Number of Shares as to which the person has:

       
  (i)

Sole power to vote or to direct the vote: Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

       
  (ii)

Shared power to vote or to direct the vote: 0

       
  (iii)

Sole power to dispose or to direct the disposition of: Less than 5% of the number of outstanding shares of any class of capital stock of the Issuer

       
  (iv)

Shared Power to dispose or to direct the disposition of: 0


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.
   
  See Item 2(a)-(c).
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.
   
Item 10. Certifications.
   
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.

8



CUSIP No. 91324T302   Page 9 of 9 Pages

SIGNATURE

Date: February 14, 2013 NORTH STAR PARTNERS, L.P.
     
  By: NS Advisors, LLC, General Partner
     
    By:     /s/ Andrew R. Jones                                       
               Andrew R. Jones, Managing Member
     
  NORTH STAR PARTNERS II, L.P.
   
  By: NS Advisors, LLC, General Partner
     
    By:     /s/ Andrew R. Jones                                         
               Andrew R. Jones, Managing Member
     
  NS ADVISORS, LLC
   
    By:    /s/ Andrew R. Jones                                          
              Andrew R. Jones, Managing Member
     
       /s/ Andrew R. Jones                                                                              
       Andrew R. Jones, Individually 

9