UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Storm Cat Energy Corporation
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
862168101
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(CUSIP NUMBER)
Adam Abramson
1346049 Ontario Limited
22 St. Clair Avenue East, 18th Floor
Toronto, Ontario, Canada
M4T 2S3
(416) 361-1498
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
December 30, 2010
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss.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).
CUSIP No. 862168101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
1346049 Ontario Limited
I.R.S. Identification No. -- Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
17,905,628
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 17,905,628
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,905,628*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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14 TYPE OF REPORTING PERSON
HC
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*See Item 5
CUSIP No. 862168101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Trapeze Asset Management Inc.
I.R.S. Identification No. -- Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
11,045,293
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 11,045,293
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,905,628*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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14 TYPE OF REPORTING PERSON
IA
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*See Item 5
CUSIP No. 862168101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Trapeze Capital Corp.
I.R.S. Identification No. -- Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
5,407,343
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,407,343
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,905,628*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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14 TYPE OF REPORTING PERSON*
BD
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*See Item 5
CUSIP No. 862168101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Randall Abramson
I.R.S. Identification No. -- Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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7 SOLE VOTING POWER
17,905,628
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 17,905,628
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,905,628*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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14 TYPE OF REPORTING PERSON
HC
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*See Item 5
This Amendment No. 5 (the "Amendment") with respect to the Common Stock of Storm
Cat Energy Corporation ("Storm Cat") amends and supplements the Schedule 13D, as
amended (the "Schedule 13D"), which was originally filed on January 31, 2007.
Capitalized terms used herein but not defined shall have the meanings ascribed
thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented
as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 20, 2010, pursuant to private agreements, TAMI and TCC sold on
behalf of their respective advisory clients an aggregate of 4,919,420 shares of
Common Stock at CDN$0.00001 per share for aggregate proceeds of approximately
$49.19.
After the sale, the purchase price of the remaining Common Stock and notes
convertible into Common Stock held by Reporting Persons and reported in this
Schedule 13D was CDN$9,948,866 in respect of the Common Stock and US$14,015,300
in respect of the convertible notes. The Common Stock and convertible notes to
which this Schedule 13D relates were purchased using available funds in
discretionary investment accounts managed by either TAMI or TCC and the advisory
clients of TAMI and TCC provided the funds to purchase such securities (with the
exception of US$1,700,000 principal amount of convertible notes purchased by
Randall Abramson with his personal funds).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Since Abramson, Holdco, TAMI and TCC comprise a "group" within the meaning
of Section 13(d)(3) of the Exchange Act of 1934, as amended, each Reporting
Person is reporting beneficial ownership in accordance with Exchange Act Rule
13d-5(a). As of the close of business on December 30, 2010, the Reporting
Persons' beneficial ownership of Common Stock, including an aggregate of
11,978,889 shares of Common Stock issuable upon the conversion of convertible
notes held by the Reporting Persons, was 17,905,628 shares. Of this amount,
1,452,991 shares of Common Stock were held by Abramson directly; nil shares of
Common Stock were held by Holdco directly; 5,407,343 shares of Common Stock were
owned by advisory clients of TCC and held in accounts managed by TCC; and
11,045,293 shares of Common Stock were owned by advisory clients of TAMI and
held in accounts managed by TAMI. The foregoing amounts include: 1,452,991, nil,
2,603,504 and 7,922,393 shares issuable upon the exercise of convertible notes
owned by (or in client investment accounts managed by), Abramson, Holdco, TCC
and TAMI, respectively. Each convertible note is convertible into Common Stock
at a conversion price of US$1.17 per share of Common Stock, maturing March 31,
2012.
(b) The responses of the Reporting Persons to Items 7 through 13 on the cover
pages and the responses of the directors and executive officers of the Reporting
Persons set forth on Schedule 1 are incorporated herein by reference. All
responses reflect the beneficial ownership as of the close of business on
December 30, 2010. Abramson exercises sole voting and dispositive power over
shares held by each of the Reporting Persons. Holdco exercises sole voting and
dispositive power over shares held by each of the Reporting Persons. TAMI
exercises sole voting and dispositive power over the shares held in
discretionary investment accounts managed by it. TCC exercises sole voting and
dispositive power over the shares held in discretionary investment accounts
managed by it. The Reporting Persons disclaim beneficial ownership in shares of
Common Stock owned by the directors and officers of the Reporting Persons listed
on Schedule 1 (except to the extent that shares are held in discretionary
investment accounts managed by TAMI and TCC).
(c) Except for the transactions to which this Schedule 13D relates, no
transactions with respect to the Common Stock have been effected in the past 60
days by the Reporting Persons. On December 20, 2010, the following shares of
Common Stock were sold pursuant to private agreements at a price of $0.00001 per
share:
o TAMI, on behalf of managed accounts: 4,139,753
o TCC, on behalf of managed accounts: 779,667
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement, dated February 5, 2007, by and between Holdco,
TAMI, TCC and Abramson. *
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* Previously filed with Amendment No. 1 to Schedule 13D on March 30, 2007.
SIGNATURES
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 DECEMBER 30, 2010
1346049 ONTARIO LIMITED
/s/ Randall Abramson
---------------------------------
Randall Abramson
Chief Executive Officer
TRAPEZE ASSET MANAGEMENT INC.
/s/ Randall Abramson
---------------------------------
Randall Abramson
Chief Executive Officer
TRAPEZE CAPITAL CORP.
/s/ Randall Abramson
---------------------------------
Randall Abramson
President
/s/ Randall Abramson
---------------------------------
Randall Abramson
SCHEDULE 1
INFORMATION FOR REPORTING PERSONS AND DIRECTORS AND EXECUTIVE
OFFICERS OF REPORTING PERSONS
The following tables set forth the name, business address and present principal
occupation of each director and executive officer of each of the Reporting
Persons. Each person listed has sole voting power or shared voting power with
respect to and beneficially owns shares of the common stock of Storm Cat Energy
Corporation as indicated in the table below. The shares described below are
included in the beneficial ownership of Storm Cat Energy Corporation common
stock reported by the Reporting Persons in this filing. Each officer or director
listed below disclaims beneficial ownership of all shares held by the Reporting
Persons. Each person listed below is a citizen of Canada and the principal
occupation of such person is his or her affiliation with the Reporting Person
indicated below.
NAME: RELATIONSHIP TO REPORTING PERSON: BENEFICIAL
OWNERSHIP:
Adam Lyle Abramson TAMI: Director, Vice-President and
Associate Portfolio Manager 46,644(1)
TCC: Director, Vice-President and
Associate Portfolio Manager
Herbert Abramson TAMI: Director, Chairman, Portfolio
Manager --
TCC: Director, Chairman, Portfolio
Manager
Bryan Rakusin TCC: Vice-President and Portfolio
Manager --
Donald Hugh Carlisle TAMI: Vice-President and Portfolio
Manager 129,915(2)
William Richard Hermon Holdco: Director and Vice-President 15,385(3)
TCC: Portfolio Manager
Mohammad Abdul Salam TAMI: Chief Financial Officer --
TCC: Chief Financial Officer
William Edgar John TAMI: Vice-President
Hayden 13,383(4)
Mikhail Vinokur TAMI: Vice-President and Portfolio
Manager
TCC: Vice-President and Portfolio 1,000
Manager
(1) Includes 5,128 shares issuable upon the conversion of notes owned by Mr.
Abramson; 8,500 shares of common stock and 6,838 shares issuable upon the
conversion of notes held by Mr. Abramson's spouse, Bonnie Goldberg. These shares
have been included in the beneficial ownership of common stock reported by TCC
on behalf of its advisory clients.
(2) Includes 65,812 shares issuable upon the conversion of notes owned by Mr.
Carlisle; and 64,103 shares issuable upon the conversion of notes held by
1051937 Ontario Ltd., a company controlled by Mr. Carlisle.
(3) Includes 15,385 shares issuable upon the conversion of notes held by Mr.
Hermon's spouse, Susan Sweeney Hermon. These shares have been included in the
beneficial ownership of common stock reported by TCC on behalf of its advisory
clients.
(4) Includes 7,400 shares of common stock and 5,983 shares issuable upon the
conversion of notes held by Mr. Hayden's spouse, Diane Hayden. These shares have
been included in the beneficial ownership of common stock reported by TAMI on
behalf of its advisory clients.
The business address for each of the above-referenced persons (except Mr.
Hermon) is 22 St. Clair Avenue East, 18th Floor, Toronto, Ontario, Canada M4T
2S3. The business address for Mr. Hermon is 17 York Street, Suite 202, Ottawa,
Canada K1N 9J6.
END OF FILING