UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vivaldi Opportunities Fund
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
92853C207
(CUSIP Number)
December 31, 2019
(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)
☐ 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 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).
| 1 | NAME OF REPORTING PERSONS Daniel Asher Revocable Trust | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 0 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| 1 | NAME OF REPORTING PERSONS Daniel Asher Descendants Trust | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 0 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| 1 | NAME OF REPORTING PERSONS Castle Creek Fund, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 708,267 | |||
| 6 | SHARED VOTING POWER 0 | ||||
| 7 | SOLE DISPOSITIVE POWER 708,267 | ||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 708,267 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.4% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| 1 | NAME OF REPORTING PERSONS Castle Creek Partners, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 708,267 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 708,267 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 708,267 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.4% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| 1 | NAME OF REPORTING PERSONS Braeside Trust | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
| 6 | SHARED VOTING POWER 0 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| 1 | NAME OF REPORTING PERSONS Daniel Asher | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 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 0 | |||
| 6 | SHARED VOTING POWER 2,399,832 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 2,399,832 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,399,832 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 42.0% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||
| 1 | NAME OF REPORTING PERSONS AFO Blackberry LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 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 0 | |||
| 6 | SHARED VOTING POWER 1,691,565 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 1,691,565 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,691,565 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 29.6% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| 1 | NAME OF REPORTING PERSONS AFOB FIP MS, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable | (a) ☐ (b) ☒ | |||
| 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 0 | |||
| 6 | SHARED VOTING POWER 1,691,565 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 1,691,565 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,691,565 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable | ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 29.6% | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
SCHEDULE 13G
| Item 1(a). | Name of Issuer: |
Vivaldi Opportunities Fund (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
| Item 2(a). | Name of Person Filing: |
The persons filing this Schedule 13G are:
Daniel Asher Revocable Trust
Daniel Asher Descendant Trust
Castle Creek Fund, L.P.
Castle Creek Partners, LLC
Braeside Trust
Daniel Asher
AFO Blackberry LLC
AFOB FIP MS, LLC
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
111 W Jackson Blvd
20th Floor
Chicago, IL 60604
| Item 2(c). | Citizenship: |
Daniel Asher Revocable Trust - Illinois
Daniel Asher Descendant Trust - Illinois
Castle Creek Fund, L.P. – Illinois
Castle Creek Partners, LLC - Illinois
Braeside Trust - Illinois
Daniel Asher – United States
AFO Blackberry LLC - Delaware
AFOB FIP MS, LLC - Delaware
| Item 2(d). | Title of Class of Securities: |
Common Stock, $.0001
| Item 2(e). | CUSIP Number: |
92853C207
| Item 3. | If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership: |
| (a) | Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
| (iii) | sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
| (iv) | shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
As the grantor of the Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust, and the Braeside Trust, Daniel Asher has certain authority to appoint trustees and investment advisors, and may be deemed to control these entities and share voting and dispositive power over the shares held by these entities. Daniel Asher owns in excess of 40% of, and controls the General Partner (namely Castle Creek Partners, LLC) to, Castle Creek Fund, L.P., and may be deemed to control Fund and share voting and dispositive power over the shares held by the Fund.
AFO Blackberry LLC is the managing member of AFOB FIP MS, LLC, and Daniel Asher is deemed to control AFO Blackberry LLC. The Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust and the Braeside Trust transferred all of their shares of Common Stock to AFOB FIP MS, LLC, for no consideration. The Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust and the Braeside Trust are no longer reporting persons.
| Item 5. | Ownership of Five Percent or Less of a Class: |
This statement is being filed, in part, to report the fact that as of the date hereof the Daniel Asher Revocable Trust, the Daniel Asher Descendant Trust and the Braeside Trust have ceased to be the beneficial owner of more than five percent of the class of securities: ☒
| 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 or Control Person: |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9. | Notice of Dissolution of Group: |
Not Applicable
| Item 10. | Certification: |
Not Applicable
Exhibits.
| 99.1 | Joint Filing Agreement (previously filed as Exhibit 99.1 to the reporting parties’ Schedule 13G filed April 4, 2019). |
[Signatures follow on the next page.]
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: February 14, 2020
Daniel Asher Revocable Trust /s/ Daniel Asher By: Daniel Asher Its: Trustee | |
Daniel Asher Descendant Trust /s/ Fred Goldman By: Fred Goldman Its: Trustee | |
Castle Creek Fund, L.P. By Castle Creek Partners, LLC, its General Partner /s/ Fred Goldman By: Fred Goldman Its: Manager | |
Castle Creek Partners, LLC /s/ Fred Goldman By: Fred Goldman Its: CFO | |
Braeside Trust /s/ Fred Goldman By: Fred Goldman Its: Trustee | |
/s/ Daniel Asher Daniel Asher |
AFO Blackberry LLC /s/ Fred Goldman By: Fred Goldman Its: Treasurer | |
AFOB FIP MS, LLC /s/ Fred Goldman By: Fred Goldman, Treasurer of AFO Blackberry, LLC Its: Managing Member |