UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3) *
Atlantic Alliance Partnership Corp.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G04897 107
(CUSIP Number)
December 31, 2016
(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 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).
13G
| CUSIP No. G04897 107 | Page 2 of 7 |
| 1 | NAMES OF REPORTING PERSONS
Silver Rock Financial GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%* | |||||
| 12 | TYPE OF REPORTING PERSON
OO (Delaware limited liability company) | |||||
13G
| CUSIP No. G04897 107 | Page 3 of 7 |
| 1 | NAMES OF REPORTING PERSONS
Silver Rock Financial LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%* | |||||
| 12 | TYPE OF REPORTING PERSON
IA | |||||
13G
| CUSIP No. G04897 107 | Page 4 of 7 |
| 1 | NAMES OF REPORTING PERSONS
Carl Meyer | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
United States of America | |||||
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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%* | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Item 1.
| (a) | Name of Issuer: |
Atlantic Alliance Partnership Corp.
| (b) | Address of Issuer’s Principal Executive Offices: |
590 Madison Avenue
New York, NY 10022
Item 2.
| (a) | Name of Person Filing: |
This statement is filed on behalf of Silver Rock Financial GP LLC(“SRF-GP”), Silver Rock Financial LP(“SRF-LP”), and Carl Meyer, each of whom is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
| (b) | Address of Principal Business Office or, if none, Residence: |
The business address of each Reporting Person is 2425 Olympic Blvd., Suite 4060W, Santa Monica, California 90404.
| (c) | Citizenship: |
SRF-GP andSRF-LP are organized under the laws of the state of Delaware. Carl Meyer is a citizen of the United States of America.
| (d) | Title of Class of Securities: |
Ordinary Shares, no par value
| (e) | CUSIP Number: |
G04897 107
| Item 3. | If this statement is filed pursuant to Rule13d-1(b), or13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of December 31, 2016, the Reporting Persons do not beneficially own any shares of the Issuer’s Common Stock.
| (b) | Percent of Class: |
See Item 4(a) hereof.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| 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. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
Page 6 of 7
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, other than activities solely in connection with a nomination under240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2017
| SILVER ROCK FINANCIAL GP LLC | ||
| By: | /s/ Carl Meyer | |
| Name: | Carl Meyer | |
| Title: | Managing Member | |
| SILVER ROCK FINANCIAL LP | ||
| By: Silver Rock Financial GP LLC, its general partner | ||
| By: | /s/ Carl Meyer | |
| Name: | Carl Meyer | |
| Title: | Chief Executive Officer and Chief Investment Officer | |
| CARL MEYER | ||
| By: | /s/ Carl Meyer | |
| Name: | Carl Meyer | |
Page 7 of 7
