- Amended Statement of Ownership (SC 13G/A)
18 February 2009 - 9:09AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Specialty Underwriters Alliance, Inc.
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
84751T309
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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 provided in a prior cover page.
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 (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).
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1
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NAMES OF REPORTING PERSONS
North Run Capital, 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)
o
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(b)
o
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,327,300**
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,327,300**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,327,300**
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.19%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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** SEE ITEM 4.
2
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1
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NAMES OF REPORTING PERSONS
North Run GP, 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)
o
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(b)
o
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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|
OWNED BY
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|
1,327,300**
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|
|
|
EACH
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7
|
|
SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
|
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SHARED DISPOSITIVE POWER
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|
|
|
|
1,327,300**
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|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
1,327,300**
|
|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.19%
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12
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
|
PN
|
** SEE ITEM 4.
3
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|
1
|
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NAMES OF REPORTING PERSONS
North Run Advisors, LLC
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,327,300**
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,327,300**
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,327,300**
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
9.19%
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|
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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** SEE ITEM 4.
4
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1
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NAMES OF REPORTING PERSONS
Todd B. Hammer
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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)
o
|
|
(b)
o
|
|
|
|
3
|
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SEC USE ONLY
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|
|
|
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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|
|
|
SHARES
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6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,327,300**
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
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|
0
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,327,300**
|
|
|
|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
1,327,300**
|
|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
|
9.19%
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|
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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** SEE ITEM 4.
5
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1
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NAMES OF REPORTING PERSONS
Thomas B. Ellis
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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)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
United States
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|
|
|
|
5
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,327,300**
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,327,300**
|
|
|
|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,327,300**
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
|
|
9.19%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
IN
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** SEE ITEM 4.
6
SCHEDULE 13G/A
This Amendment No. 2 to Schedule 13G (the Schedule 13G) is being filed on behalf of North
Run Advisors, LLC, a Delaware limited liability company (North Run), North Run GP, LP, a Delaware
limited partnership (the GP), North Run Capital, LP, a Delaware limited partnership (the
Investment Manager), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are
the principals and sole members and limited partners, as applicable, of North Run, the GP and the
Investment Manager. North Run is the general partner for both the GP and the Investment Manager.
The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership
(the Fund), North Run Qualified Partners, LP, a Delaware limited partnership (the QP Fund), and
North Run Master Fund, LP, a Cayman Island exempted limited partnership (the Master Fund). The
Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the
Offshore Fund), are also general partners of the Master Fund. This Schedule 13G relates to
shares of common stock, par value $0.01 per share (the Common Stock), of Specialty Underwriters
Alliance, Inc., a Delaware corporation (the Issuer) held by the Master Fund.
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(a)
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North Run, the GP, the Investment Manager, Todd B. Hammer, and
Thomas B. Ellis may be deemed the beneficial owners of 1,327,300 shares of
Common Stock.
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(b)
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North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis may be deemed the beneficial owners of 9.19% of the outstanding
shares of Common Stock. This percentage was determined by dividing 1,327,300
by 14,437,355, which is the number of shares of Common Stock outstanding as of
November 1, 2008, according to the Issuers Form 10-Q filed on November 7, 2008
with the Securities Exchange Commission.
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(c)
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North Run, the GP, the Investment Manager, Todd B. Hammer and
Thomas B. Ellis have the shared power to vote and dispose of the 1,327,300
shares of Common Stock beneficially owned.
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By signing below, each Reporting Person certifies that, to the best of such
Reporting Persons 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.
Joint Filing Agreement, dated February 17, 2009, between North Run, GP, the
Investment Manager, Todd B. Hammer and Thomas B. Ellis.
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 17, 2009
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NORTH RUN CAPITAL, LP
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By:
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North Run Advisors, LLC
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its general partner
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By:
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/s/ Thomas B. Ellis
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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/s/ Todd B. Hammer
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Name:
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Todd B. Hammer
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Title:
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Member
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NORTH RUN GP, LP
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By:
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North Run Advisors, LLC
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its general partner
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By:
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/s/ Thomas B. Ellis
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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/s/ Todd B. Hammer
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Name:
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Todd B. Hammer
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Title:
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Member
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NORTH RUN ADVISORS, LLC
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By:
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/s/ Thomas B. Ellis
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Name:
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Thomas B. Ellis
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Title:
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Member
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and
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By:
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/s/ Todd B. Hammer
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Name:
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Todd B. Hammer
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Title:
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Member
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/s/ Thomas B. Ellis
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Thomas B. Ellis
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/s/ Todd B. Hammer
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Todd B. Hammer
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EXHIBIT INDEX
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Exhibit No.
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Description
|
1
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Joint Filing Agreement, dated February 17, 2009, between North Run, GP, the
Investment Manager, Todd B. Hammer and Thomas B. Ellis.
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