- Amended Statement of Ownership (SC 13G/A)
17 2월 2010 - 5:49AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
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OMB
Number:3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response… 10.4
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Lightscape
Technologies Inc.
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(Name of
Issuer)
Common
Stock, par value $0.001 per share
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(Title of
Class of Securities)
(CUSIP
Number)
December
31, 2009
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(Date
of Event which Requires Filing of this
Statement)
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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 previously provided in a prior cover page.
Beneficial ownership information contained herein is
given as of the date listed above.
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
(the “Act”) or otherwise subject to the liabilities of that section of the act
but shall be subject to all other provisions of the Act.
1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P.
Liberty
Square Asset Management, LLC
Liberty
Square Asset Management, LP
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – Cayman
Islands
Liberty
Square Asset Management, LLC – Delaware
Liberty
Square Asset Management, LP – Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 0 shares
Liberty
Square Asset Management, LLC – 0 shares
Liberty
Square Asset Management, LP – 0 shares
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6 Shared
Voting Power
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 3,000,000
shares
Liberty
Square Asset Management, LLC – 3,000,000 shares
Liberty
Square Asset Management, LP – 3,000,000 shares
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7 Sole
Dispositive Power
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 0 shares
Liberty
Square Asset Management, LLC – 0 shares
Liberty
Square Asset Management, LP – 0 shares
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8 Shared
Dispositive Power
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 3,000,000
shares
Liberty
Square Asset Management, LLC – 3,000,000 shares
Liberty
Square Asset Management, LP – 3,000,000 shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 3,000,000
shares
Liberty
Square Asset Management, LLC – 3,000,000 shares
Liberty
Square Asset Management, LP – 3,000,000 shares
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11
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Percent
of Class Represented by Amount in Row (9)
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 5.4%
Liberty
Square Asset Management, LLC – 5.4 %
Liberty
Square Asset Management, LP – 5.4%
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12
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Type
of Reporting Person (See Instructions)
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – OO (Limited
Partnership)
Liberty
Square Asset Management, LLC – OO (Limited Liability Company)
Liberty
Square Asset Management, LP – OO (Limited Partnership)
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(a)
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Name
of Issuer
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Lightscape
Technologies Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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18/F.,
318 Hennessy Road, W Square, Wanchai, Hong Kong
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(a)
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Name
of Person Filing
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P.
Liberty
Square Asset Management, LLC
Liberty
Square Asset Management, LP
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(b)
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Address
of Principal Business Office or, if none, Residence
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P.
Liberty
Square Asset Management, LLC
Liberty
Square Asset Management, LP
c/o Liberty Square Asset
Management
24 Federal Street, 8
th
Floor
Boston, Massachusetts
02110
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(c)
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Citizenship
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – Cayman
Islands
Liberty
Square Asset Management, LLC – Delaware
Liberty
Square Asset Management, L.P. – Delaware
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(d)
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Title
of Class of Securities
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Common
Stock, par value $0.001 per share (“Common Stock”)
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(e)
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CUSIP
Number
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53227B101
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Item 3.
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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:
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(a)
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[
]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
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[
]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[
]
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Insurance
Company as defined in Section 3(a)(19) of the Act;
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(d)
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[
]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
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(e)
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[
]
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
]
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
]
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
]
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
]
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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);
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(j)
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[
]
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A
non-U.S. institution in accordance with
§240.13d–1(b)(1)(ii)(J);
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(k)
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[
]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
(a)
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Amount
Beneficially Owned
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 3,000,000
shares
Liberty
Square Asset Management, LLC – 3,000,000 shares
Liberty
Square Asset Management, LP – 3,000,000 shares
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(b)
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Percent
of Class
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 5.4%
Liberty
Square Asset Management, LLC – 5.4%
Liberty
Square Asset Management, LP – 5.4%
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote
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|
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 0 shares
Liberty
Square Asset Management, LLC – 0 shares
Liberty
Square Asset Management, LP – 0 shares
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(ii)
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shared
power to vote or to direct the vote
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 3,000,000
shares
Liberty
Square Asset Management, LLC – 3,000,000 shares
Liberty
Square Asset Management, LP – 3,000,000 shares
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(iii)
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sole
power to dispose or to direct the disposition of
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|
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Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 0 shares
Liberty
Square Asset Management, LLC – 0 shares
Liberty
Square Asset Management, LP – 0 shares
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(iv)
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shared
power to dispose or to direct the disposition of
|
|
|
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P. – 3,000,000
shares
Liberty
Square Asset Management, LLC – 3,000,000 shares
Liberty
Square Asset Management, LP – 3,000,000 shares
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** Shares
of Common Stock reported herein for Liberty Square Strategic Partners IV (Asia)
Offshore, L.P. (the “Master Fund”) represent shares beneficially owned by the
Master Fund. Shares reported herein for each of Liberty Square Asset
Management, LLC (“LSAM LLC”) and Liberty Square Asset Management, LP (“LSAM LP”)
represent the above-referenced shares beneficially owned by the Master
Fund. LSAM LLC serves as general partner of the Master Fund and LSAM
LP serves as investment manager of the Master Fund. Each of the
Reporting Persons disclaims beneficial ownership of all shares except to the
extent of its pecuniary interest therein.
All share
numbers and ownership percentages reported herein are based on 55,876,410 shares
of Common Stock issued and outstanding as of November 1, 2009, as reported by
the issuer in its Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 23, 2009.
Item 5.
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Ownership
of Five Percent or Less of a Class
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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
[ ].
Not
applicable.
Item 6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
applicable.
Item 7
.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
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Not
applicable.
Item 8.
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Identification
and Classification of Members of the
Group
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Not
applicable.
Item 9.
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Notice
of Dissolution of Group
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Not
applicable.
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.
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.
Date:
February 16, 2010
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LIBERTY
SQUARE STRATEGIC PARTNERS IV (ASIA) OFFSHORE, L.P.
By: Liberty
Square Asset Management, LP,
Its Investment
Manager
By:
/s/ Claire A.
Walton
Claire A. Walton, A Managing
Member
of its General
Partner
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LIBERTY
SQUARE ASSET MANAGEMENT, LLC
By:
/s/ Claire A.
Walton
Claire A. Walton, A Managing
Member
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LIBERTY
SQUARE ASSET MANAGEMENT, LP
By:
/s/ Claire A.
Walton
Claire A. Walton, A Managing
Member
of its General
Partner
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Exhibit
1
JOINT
FILING AGREEMENT
This
Joint Filing Agreement, dated as of May 8, 2009, is by and among
Liberty
Square Strategic Partners IV (Asia) Offshore, L.P., Liberty Square Asset
Management, LLC, and Liberty Square Asset Management, LP
(the foregoing are collectively referred to herein as
the “Filers”).
Each of the Filers may be required to
file with the United States Securities and Exchange Commission a statement on
Schedule 13G and/or 13D with respect to shares of Common Stock, par value $0.001
per share, of Lightscape Technologies Inc. beneficially owned by them from time
to time.
Pursuant to and in accordance with
Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as
amended, the Filers hereby agree to file a single statement on Schedule 13G
and/or 13D (and any amendments thereto) on behalf of each of such parties, and
hereby further agree to file this Joint Filing Agreement as an exhibit to such
statement, as required by such rule.
This Joint Filing Agreement may be
terminated by any of the Filers upon one week’s prior written notice or such
lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date
first above written.
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LIBERTY
SQUARE STRATEGIC PARTNERS IV (ASIA) OFFSHORE, L.P.
By: Liberty
Square Asset Management, LP,
Its Investment
Manager
By:
/s/
Claire A. Walton
______________________
Claire A. Walton, A Managing
Member
of its General
Partner
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LIBERTY
SQUARE ASSET MANAGEMENT, LLC
By:
/s/
Claire A. Walton
______________________
Claire A. Walton, A Managing
Member
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LIBERTY
SQUARE ASSET MANAGEMENT, LP
By:
/s/
Claire A. Walton
______________________
Claire A. Walton, A Managing
Member
of its General
Partner
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Lightscape Technologies (CE) (USOTC:LTSC)
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Lightscape Technologies (CE) (USOTC:LTSC)
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