SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
MELLON OPTIMA L/S STRATEGY HEDGE FUND LLC
(Name of Issuer)
MELLON OPTIMA L/S STRATEGY HEDGE FUND LLC
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Katherine Cain
c/o Mellon Hedge Advisors LLC
One Boston Place
024-0071
Boston, MA 02108
(617) 722-7446
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2533
September 25, 2009
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $50,000,000.00 (a) Amount of Filing Fee: $2,790 (b)
- --------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price for Interests.
(b) Calculated at $55.80 per million of Transaction Valuation.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This final amendment (the "Final Amendment") relates to the
Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed
with the Securities and Exchange Commission on September 25, 2009, by Mellon
Optima L/S Strategy Hedge Fund LLC (the "Company"), in connection with an offer
(the "Offer") by the Company to purchase up to $50,000,000 of interests in the
Company ("Interests") at their net asset value on December 31, 2009 on the terms
and subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal
were previously filed as Exhibits B and C to the Statement filed on September
25, 2009.
This Final Amendment to the Statement is being filed to report
the results of the Offer. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule
13e-4(c)(4):
1. The Offer expired at 12:00 midnight, Eastern Time, on October 26, 2009.
2. $49,144,780 in Interests were validly tendered and not withdrawn prior to the
expiration of the Offer, and all of those Interests were accepted for purchase
and paid by the Company in accordance with the terms of the Offer.
SIGNATURE
After due 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.
Mellon Optima L/S Strategy Hedge Fund, LLC
By: /S/ DAVID K. MOSSMAN
--------------------
Name: David K. Mossman
Title: President
January 11, 2010