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| Avantair, Inc. |
| (Name of Issuer) |
| Common Stock, $.0001 Par Value |
| (Title of Class of Securities) |
| 05350T101 |
| (CUSIP Number) |
Hound Partners, LLC 101 Park Avenue, 48th Floor New York, New York 10178 Telephone- (212) 984-2500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 3, 2010 |
| (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.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 § 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. | 05350T101 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Hound Partners, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF, 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 | |
| 3,977,714 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 3,977,714 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
| 3,977,714 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 13.66% |
| 14. | TYPE OF REPORTING PERSON | |
| OO | ||
| CUSIP No. | 05350T101 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Hound Performance, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF, 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 | |
| 3,574,147 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 3,574,147 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
| 3,574,147 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 12.39% |
| 14. | TYPE OF REPORTING PERSON | |
| OO | ||
| CUSIP No. | 05350T101 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Jonathan Auerbach |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF, 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 | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 3,977,714 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 3,977,714 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
3,977,714 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 13.66% |
| 14. | TYPE OF REPORTING PERSON | |
| IN | ||
| CUSIP No. | 05350T101 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Hound Partners, LP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 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 | |
| 1,472,196 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 1,472,196 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
1,472,196 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.38% |
| 14. | TYPE OF REPORTING PERSON | |
| PN | ||
| CUSIP No. | 05350T101 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Hound Partners Offshore Fund, LP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | [_] | ||
| (b) | [x] | ||
| 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 | |
| Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 2,101,951 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARES DISPOSITIVE POWER | [_] | |
| 2,101,951 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
| PERSON | ||
2,101,951 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES* | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.56% |
| 14. | TYPE OF REPORTING PERSON | |
| PN | ||
| CUSIP No. | 05350T101 | ||
| Item 1. | Security and Issuer. |
| No material change from the Schedule 13D/A filed on October 23, 2009. | ||
| Item 2. | Identity and Background. | |
| No material change from the Schedule 13D/A filed on October 23, 2009. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of Hound Partners, LP, Hound Partners Offshore Fund, LP and a separately managed account. The total cost for the Shares that the Reporting Persons may be deemed to beneficially own is $14,399,200. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. |
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4. | |||||
| Item 5. | Interest in Securities of the Issuer. | |
| (a)-(e) | As of the date hereof, Hound Partners, LLC and Jonathan Auerbach may be deemed to be the beneficial owner of 3,977,714 Shares or 13.66% of the Shares of the Issuer, based upon the 26,324,325 Shares outstanding as of February 12, 2010, according to the Issuer's Form 10-Q filed on February 16, 2010 and discussions with the Issuer. As of the date hereof, Hound Performance, LLC may be deemed to be the beneficial owner of 3,574,147 Shares or 12.39% of the Shares of the Issuer, Hound Partners, LP may be deemed to be the beneficial owner of 1,472,196 Shares or 5.38% of the Shares of the Issuer, and Hound Partners Offshore Fund, LP may be deemed to be the beneficial owner of 2,101,951 Shares or 7.56% of the Shares of the Issuer. The 3,977,714 Shares include 2,797,274 Shares that may be acquired upon the conversion of Series A Convertible Preferred Stock into Common Stock. Each of Hound Partners, LLC and Jonathan Auerbach has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 3,977,714 Shares. Hound Performance, LLC has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 3,574,147 Shares. Hound Partners, LP has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 1,472,196 Shares. Hound Partners Offshore Fund, LP has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,101,951 Shares. Each of Hound Partners, LLC and Jonathan Auerbach has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 3,977,714 Shares. Hound Performance, LLC has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 3,574,147 Shares. Hound Partners, LP has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 1,472,196 Shares. Hound Partners Offshore Fund, LP has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,101,951 Shares. The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B. The aforementioned Shares were acquired for investment purposes. Hound Partners, LP and Hound Partners Offshore Fund, LP may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. The percentage of shares for the Issuer beneficially owned by the Reporting Persons is calculated in accordance with the applicable SEC rules such that (1) the numerator is based on the shares owned by the Reporting Persons, plus the Shares that may be acquired upon the conversion of the Series A Convertible Preferred Stock into Common Stock and (2) the denominator is based on the 26,324,325 Shares outstanding as of February 12, 2010, plus the Shares that may be acquired upon the conversion of the Series A Convertible Preferred Stock into Common Stock. | ||||||
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect | |
| to Securities of the Issuer. |
No material change from the Schedule 13D/A filed on October 23, 2009. | ||
| Item 7. | Material to be Filed as Exhibits. |
A. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. B. The trading date, number of Shares purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B. | ||
| May 5, 2010 | |
| (Date) |
HOUND PARTNERS, LLC By: /s/ Jonathan Auerbach Jonathan Auerbach, Managing Member HOUND PERFORMANCE, LLC By: /s/ Jonathan Auerbach Jonathan Auerbach, Managing Member JONATHAN AUERBACH /s/ Jonathan Auerbach HOUND PARTNERS, LP By: Hound Performance, LLC, its general partner By: /s/ Jonathan Auerbach Jonathan Auerbach, Managing Member HOUND PARTNERS OFFSHORE FUND, LP By: Hound Performance, LLC, its general partner By: /s/ Jonathan Auerbach Jonathan Auerbach, Managing Member |
Date of Transaction | Title of Class | Number of Shares Purchased | Number of Shares Sold | Price Per Share |
| 5/3/2010 | Common Stock, .0001 par value | 94,275 | $3.10 | |
| 5/3/2010 | Common Stock, .0001 par value | 25,481 | $3.10 | |
| 5/3/2010 | Common Stock, .0001 par value | 119,756 | $3.10 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 1,893 | $84 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 12,039 | $84 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 10,146 | $84 |
Date of Transaction | Title of Class | Number of Shares Purchased | Number of Shares Sold | Price Per Share |
| 5/3/2010 | Common Stock, .0001 par value | 94,275 | $3.10 | |
| 5/3/2010 | Common Stock, .0001 par value | 25,481 | $3.10 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 1,893 | $84 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 12,039 | $84 |
Date of Transaction | Title of Class | Number of Shares Purchased | Number of Shares Sold | Price Per Share |
| 5/3/2010 | Common Stock, .0001 par value | 25,481 | $3.10 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 12,039 | $84 |
Date of Transaction | Title of Class | Number of Shares Purchased | Number of Shares Sold | Price Per Share |
| 5/3/2010 | Common Stock, .0001 par value | 94,275 | $3.10 | |
| 5/3/2010 | Series A Convertible Preferred Stock (1) | 1,893 | $84 |
