Victory Park Capital Advisors SC 13D Overture Acquisition / Victory Park Capital Advisors ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Overture Acquisition Corp.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G6830P100

(CUSIP Number)

Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 27, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. G6830P100 

1	NAMES OF REPORTING PERSONS Victory Park Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,449,027
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			1,449,027
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,449,027
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.7%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 18,750,000 shares of Ordinary Shares (“Ordinary Shares”) of Overture Acquisition Corp. (the “Issuer”) outstanding as of January 11, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G6830P100 

1	NAMES OF REPORTING PERSONS Victory Park Credit Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,188,202
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			1,188,202
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,188,202
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.3%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 18,750,000 shares of Ordinary Shares (“Ordinary Shares”) of Overture Acquisition Corp. (the “Issuer”) outstanding as of January 11, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G6830P100 

1	NAMES OF REPORTING PERSONS Victory Park Special Situations Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			260,825
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			260,825
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	260,825
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 18,750,000 shares of Ordinary Shares (“Ordinary Shares”) of Overture Acquisition Corp. (the “Issuer”) outstanding as of January 11, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G6830P100 

1	NAMES OF REPORTING PERSONS Jacob Capital, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,449,027
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			1,449,027
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,449,027
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.7%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

** This calculation is based on 18,750,000 shares of Ordinary Shares (“Ordinary Shares”) of Overture Acquisition Corp. (the “Issuer”) outstanding as of January 11, 2010 as reported in the Issuer’s definitive proxy statement.

CUSIP No. G6830P100 

1	NAMES OF REPORTING PERSONS Richard Levy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,449,027
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			1,449,027
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,449,027
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.7%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

** This calculation is based on 18,750,000 shares of Ordinary Shares (“Ordinary Shares”) of Overture Acquisition Corp. (the “Issuer”) outstanding as of January 11, 2010 as reported in the Issuer’s definitive proxy statement.

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the Ordinary Shares, par value $.0001 per share (the “Ordinary Shares”), of Overture Acquisition Corp., a Cayman Islands exempted company (the “Issuer”). The address of the principal executive office of the Issuer is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Item 2. Identity and Background

(a), (f)	This Schedule 13D is being filed by: (i) Victory Park Capital Advisors, LLC, a Delaware limited liability company (“Capital Advisors”); (ii) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Credit Opportunities Fund”); (iii) Victory Park Special Situations Master Fund, Ltd., a Cayman Islands exempted company (“Special Situations Fund”, and, together with Credit Opportunities Fund, the “Funds”); (iv) Jacob Capital, L.L.C., an Illinois limited liability company (“Jacob Capital”); and (v) Richard Levy, a citizen of the United States of America (collectively, the “Reporting Persons”).
	The Reporting Persons have entered into a joint filing agreement, dated February 1, 2010, a copy of which is attached hereto as Exhibit 1.
(b)	The business address of each of the Reporting Persons, other than the Funds, is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for the Funds is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands.
(c)	The principal business of Capital Advisors is serving as investment manager for the Funds, which are the record holders of the Ordinary Shares reported on the cover pages hereof (the “Subject Shares”). Jacob Capital’s principal business is serving as the manager of Capital Advisors. The principal occupation of Richard Levy is serving as the sole member of Jacob Capital.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Funds purchased the Subject Shares for a total consideration of $14,548,231.08. The source of funds for such transaction was derived from the capital of the Funds.

Item 4. Purpose of Transaction

The Issuer has stated in filings with the Securities and Exchange Commission that it was formed for the purpose of acquiring, through a merger, share capital exchange, asset acquisition, share purchase, reorganization or other similar business combination, an operating business. As described in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 11, 2010, the Issuer was seeking approval from holders of its Ordinary Shares of its proposed business combination (the “Business Combination”) in connection with the Master Agreement, dated as of December 10, 2009 (the “Master Agreement”), by and among Buyer, Overture Re Holdings Ltd., Buyer’s newly formed, wholly-owned Bermuda holding company (“Overture Re Holdings”), Jefferson National Financial Corp., a Delaware corporation (“JNF”), Jefferson National Life Insurance Company, a Texas insurance company and a wholly-owned subsidiary of JNF (“JNL”), and JNL Bermuda LLC, a Delaware limited liability company and a newly formed wholly-owned subsidiary of JNL (“JNL Bermuda”), JNF Asset Management LLC, a Delaware limited liability company (“JNFAM”) and the founders of Buyer, which, among other things, provides for the amalgamation of JNL Bermuda and Overture Re Ltd., a to-be-formed, wholly-owned Bermuda subsidiary of Overture Re Holdings, pursuant to which the amalgamated company shall be a long-term reinsurer domiciled in Bermuda.

As part of these arrangements, the Issuer has negotiated with the Reporting Persons to explore the means by which a sufficient number of the Issuer’s public Ordinary Shares could be purchased so that such shares would not exercise their conversion rights with respect to such purchased shares and the Business Combination could be approved by the Issuer’s shareholders. Accordingly, immediately following the purchase by the Funds from a stockholder of the Issuer of an aggregate of 1,449,027 Ordinary Shares at a purchase price of $10.04 per share, the Funds entered into stock purchase agreements with the Issuer pursuant to which the Issuer agreed to purchase, and the Funds agreed to sell, the Ordinary Shares purchased at a purchase price of $10.04 per share, plus approximately $0.15 per share in fees, for an aggregate of approximately $10.19 per share. Such purchases shall be made promptly following the closing of the Business Combination, if such Business Combination occurs.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the January 11, 2010 definitive proxy statement of the Issuer, 18,750,000 Ordinary Shares were outstanding as of January 11, 2010. Based on the foregoing, the Subject Shares represented approximately 7.7% of the Ordinary Shares outstanding as of such date.

Capital Advisors, as the investment manager of the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the manager of Capital Advisors, Jacob Capital may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of Richard Levy’s position as sole member of Jacob Capital, Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, Richard Levy may be deemed to be the beneficial owner of the Subject Shares for purposes of this Schedule 13D. Capital Advisors, Jacob Capital and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

(c) On January 27, 2010, the Funds simultaneously purchased an aggregate of 1,449,027 shares of Ordinary Shares for a purchase price of $10.00 per share from a stockholder of the Issuer in privately negotiated transactions.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares covered by this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On January 27, 2010, the Funds entered into an agreement with the Issuer pursuant to which the Funds would use their reasonable best efforts to purchase up to 2,000,000 shares of Ordinary Shares in privately negotiated transactions, provided that the Issuer entered into a forward contract arrangement with the Funds. Pursuant to such agreement, Issuer agreed to pay a fee of 1.5% of the value of all Ordinary Shares purchased by the Funds from third parties. On January 28, 2010, the Funds entered into Stock Purchase Agreements (the “Agreements”) with the Issuer following the purchase of the 1,449,027 Ordinary Shares from current shareholders of the Issuer. Pursuant to the Agreements, the Issuer agreed to purchase, and the Funds agreed to sell, all of the Subject Shares at a purchase price of $10.04 per share, plus approximately $0.15 per share in fees, for an aggregate of approximately $10.19 per share.

To the knowledge of the Reporting Persons, except as described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer, including, but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loans or option agreement, puts or call, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

1. Joint Filing Agreement, dated as of February 1, 2010, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

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.

Dated: February 1, 2010

VICTORY PARK CAPITAL ADVISORS, LLC By: Jacob Capital, L.L.C., its Manager
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
RICHARD LEVY
/s/ Richard Levy
Richard Levy

EXHIBIT INDEX

1. Joint Filing Agreement, dated as of February 1, 2010, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.