Amended Statement of Beneficial Ownership (sc 13d/a)
30 Junio 2017 - 3:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 7)*
Norsat
International Inc.
(Name of
Issuer)
Common
Stock, no par value
(Title of
Class of Securities)
656512209
(CUSIP Number)
Privet
Fund LP
Attn:
Ryan Levenson
79 West
Paces Ferry Road, Suite 200B
Atlanta,
GA 30305
With a
copy to:
Rick Miller
Bryan
Cave LLP
1201 W.
Peachtree St., 14th Floor
Atlanta,
GA 30309
Tel: (404)
572-6600
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
June 27, 2017
(Date of Event which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box
¨
.
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* 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
).
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
2 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,015,320
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,015,320
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,320
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
3 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund Management
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,027,170
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,027,170
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,170
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
|
14
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
4 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Ryan Levenson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,027,170
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,027,170
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,170
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
5 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Capital Investments
I, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
6 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
IRIS Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
7 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
IRIS Holdings, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
8 of 11
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
IRIS Canada Acquisition
Corp.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
9 of 11
Pages
|
Reference is hereby made to the statement
on Schedule 13D filed with the Securities and Exchange Commission on February 11, 2015, as amended on March 31, 2015, September
19, 2016, March 17, 2017, April 17, 2017, May 18, 2017, and June 12, 2017 (the “
Schedule 13D
”), with respect
to the common stock, no par value (the “
Common Stock
”), of Norsat International Inc., a company incorporated
under the laws of British Columbia (the “
Norsat
”). Capitalized terms not otherwise defined herein are used as
defined in the Schedule 13D. Unless otherwise indicated, all references to dollars or “$” refer to U.S. dollars.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On June 23, 2017, Norsat issued a press
release announcing that securityholders of Norsat voted to approve the plan of arrangement pursuant to which Hytera Communications
Co., Ltd. (“
Hytera
”) will acquire all the issued and outstanding shares of Norsat for $11.50 in cash per share
by way of a court-approved plan of arrangement (the “
Hytera Acquisition
”). On June 27, 2017, Norsat issued
a press release announcing that the Hytera Acquisition was approved by a final order of the Supreme Court of British Columbia.
As a result, the Reporting Persons are no longer pursuing the acquisition of Norsat.
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
10 of 11
Pages
|
Signature
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 30, 2017
|
PRIVET FUND LP
|
|
By: Privet Fund Management LLC,
|
|
its General Partner
|
|
|
|
By:
|
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Title: Managing Member
|
|
PRIVET FUND MANAGEMENT LLC
|
|
By:
|
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Title: Managing Member
|
|
/s/ Ryan Levenson
|
|
Ryan Levenson
|
|
By: Privet Fund Management LLC
|
|
its Manager
|
|
By:
|
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Title: Managing Member
|
|
IRIS Holdings, Inc.
|
|
|
|
By:
|
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Title: President
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
11 of 11
Pages
|
|
IRIS Canada Acquisition Corp.
|
|
|
|
By:
|
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Title: Director
|
|
|
|
PRIVET CAPITAL INVESTMENTS I, LP
|
|
|
|
By: Privet Fund Management LLC,
|
|
its General Partner
|
|
|
|
By:
|
/s/ Ryan Levenson
|
|
Name: Ryan Levenson
|
|
Title: Managing Member
|
Norsat International Inc. (New) (AMEX:NSAT)
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