SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Camelot Information Systems Inc.
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(Name of Issuer)
Ordinary shares, no par value of the Issuer
represented by American Depository Shares
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(Title of Class of Securities)
13322V105
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(CUSIP Number)
Tim O'Brien
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
p. (612) 238-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 2013
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. 13322V105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
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, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,460,728
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,460,728
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,460,728
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 13322V105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,460,728
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,460,728
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,460,728
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 13322V105
---------
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Item 1. Security and Issuer.
The name of the issuer is Camelot Information Systems Inc., a British
Virgin Island corporation (the "Issuer"). The address of the Issuer's principal
executive offices is Beijing Publishing House, A6 North Third Ring Road,
Xicheng District, Beijing 100120, The People's Republic of China.
This schedule relates to the ordinary shares, no par value of the Issuer
represented by American Depository Shares (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the "Investment Manager")
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the "Managing Member")
(each a "Reporting Person" and collectively the "Reporting Persons").
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, Suite 330,
Minnetonka, MN 55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. may be deemed to
beneficially own 2,460,728 Shares.
As of the date hereof, Brian Taylor may be deemed to beneficially
own 2,460,728 Shares.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment purposes and in the
ordinary course of business, pursuant to investment strategies, including merger
arbitrage and event driven strategies, because the Reporting Persons believed
that the Shares, when purchased, represented an attractive investment
opportunity.
On September 18, 2013, the Issuer entered into an Agreement and Plan of Merger
with Camelot Employee Scheme Inc., and Camelot Employee SubMerger Scheme Inc.
Under the Agreement and Plan of Merger, Camelot Employee Scheme Inc. will
acquire the Issuer for US$0.5125 per ordinary share, no par value or
US$2.05 per Share. The consideration to be paid to holders of the
ordinary shares, no par value and to the holders of the Shares implies
an equity value for the Issuer of approximately US$98.2 million, on a fully
diluted basis.
The Reporting Persons expect to review from time to time their investment in
the Issuer and may, depending on the market and other conditions: (i) purchase
additional Shares, options or related derivatives in the open market, in
privately negotiated transactions or otherwise and (ii) sell all or a portion
of the Shares, options or related derivatives now beneficially owned or
hereafter acquired by them. Also, consistent with their investment intent,
the Reporting Persons may engage in communications with, among others, one
or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer regarding
the Issuer, including its operations, governance and control.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Pine River Capital Management L.P. may be
deemed to be the beneficial owner of 2,460,728 Shares, or 5.3% of the Shares
of the Issuer, based upon the 46,267,255 Shares issued and outstanding
according to the Agreement and Plan of Merger of the Issuer filed September 18,
2013.
Pine River Capital Management L.P. has the sole power to vote or direct the
vote of 0 Shares to which this filing relates; shares the power to vote or
direct the vote of the 2,460,728 Shares; has the sole power to dispose or
direct the disposition of 0 Shares; and shares the power to dispose or direct
the disposition of the 2,460,728 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its pecuniary
interest therein.
(a, b) As of the date hereof, Brian Taylor may be deemed to be the
beneficial owner of 2,460,728 Shares, or 5.3% of the Shares of the Issuer,
based upon the 46,267,255 Shares issued and outstanding according to the
Agreement and Plan of Merger of the Issuer filed September 18, 2013.
Brian Taylor has the sole power to vote or direct the vote of 0 Shares to
which this filing relates; shares the power to vote or direct the vote of the
2,460,728 Shares; has the sole power to dispose or direct the disposition of 0
Shares; and shares the power to dispose or direct the disposition of the
2,460,728 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
The Shares were acquired for investment purposes. The Reporting Persons may
acquire additional Shares, dispose of all or some of these Shares from time to
time, in each case purchased in a private transaction with the Issuer, block
sales or purchases or otherwise, or may continue to hold the Shares. Moreover,
the Reporting Persons may engage in any or all of the items discussed in Item 4
above.
(c) See Exhibit B for schedule of transactions.
(d) Inapplicable
(e) Inapplicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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SIGNATURE
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.
October 15, 2013
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(Date)
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
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Brian Taylor
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated October 15, 2013 relating
to the ordinary shares, no par value of Camelot Information Systems Inc.
represented by American Depository Shares shall be filed on behalf of
the undersigned.
Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
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Name: Brian Taylor
Title: Managing Member of the General Partner
/s/ Brian Taylor
-----------------------------------------------
Brian Taylor
Exhibit B
TRANSACTIONS IN THE SHARES OF THE ISSUER
DURING THE PAST 60 DAYS
The following table sets forth all transactions in the
Shares effected by any of the Reporting Persons during the past
60 days.
Trans Quantity Price Trade Date Settlement Date
Type
Buy 138 1.80173913 22-Aug-13 27-Aug-13
Buy 42 1.801904762 22-Aug-13 27-Aug-13
Buy 20 1.802 22-Aug-13 27-Aug-13
Buy 2,691 1.801802304 23-Aug-13 28-Aug-13
Buy 819 1.801794872 23-Aug-13 28-Aug-13
Buy 390 1.801794872 23-Aug-13 28-Aug-13
Buy 6,900 1.8016 26-Aug-13 29-Aug-13
Buy 2,100 1.8016 26-Aug-13 29-Aug-13
Buy 1,000 1.8016 26-Aug-13 29-Aug-13
Buy 1,449 1.801801242 27-Aug-13 30-Aug-13
Buy 441 1.801791383 27-Aug-13 30-Aug-13
Buy 210 1.801809524 27-Aug-13 30-Aug-13
Buy 6,900 1.799097101 28-Aug-13 3-Sep-13
Buy 2,100 1.799095238 28-Aug-13 3-Sep-13
Buy 1,000 1.7991 28-Aug-13 3-Sep-13
Buy 207 1.791835749 29-Aug-13 4-Sep-13
Buy 63 1.791746032 29-Aug-13 4-Sep-13
Buy 30 1.791666667 29-Aug-13 4-Sep-13
Buy 276 1.791811594 30-Aug-13 5-Sep-13
Buy 84 1.791785714 30-Aug-13 5-Sep-13
Buy 40 1.79175 30-Aug-13 5-Sep-13
Buy 2,485 1.790890745 3-Sep-13 6-Sep-13
Buy 700 1.790885714 3-Sep-13 6-Sep-13
Buy 315 1.790877778 3-Sep-13 6-Sep-13
Buy 426 1.791784038 4-Sep-13 9-Sep-13
Buy 120 1.79175 4-Sep-13 9-Sep-13
Buy 54 1.791851852 4-Sep-13 9-Sep-13
Buy 7,100 1.8017 5-Sep-13 10-Sep-13
Buy 2,000 1.8017 5-Sep-13 10-Sep-13
Buy 900 1.8017 5-Sep-13 10-Sep-13
Buy 7,100 1.8018 6-Sep-13 11-Sep-13
Buy 2,000 1.8018 6-Sep-13 11-Sep-13
Buy 900 1.8018 6-Sep-13 11-Sep-13
Buy 5,300 1.8018 9-Sep-13 12-Sep-13
Buy 1,800 1.8018 9-Sep-13 12-Sep-13
Buy 2,000 1.8018 9-Sep-13 12-Sep-13
Buy 900 1.8018 9-Sep-13 12-Sep-13
Buy 189,200 1.79 9-Sep-13 9-Sep-13
Sell 189,200 1.79 9-Sep-13 9-Sep-13
Buy 5,300 1.8018 10-Sep-13 13-Sep-13
Buy 1,800 1.8018 10-Sep-13 13-Sep-13
Buy 2,000 1.8018 10-Sep-13 13-Sep-13
Buy 900 1.8018 10-Sep-13 13-Sep-13
Buy 265 1.791811321 11-Sep-13 16-Sep-13
Buy 90 1.791777778 11-Sep-13 16-Sep-13
Buy 100 1.7918 11-Sep-13 16-Sep-13
Buy 45 1.791777778 11-Sep-13 16-Sep-13
Buy 8,914 1.799098295 16-Sep-13 19-Sep-13
Buy 4,843 1.799096407 16-Sep-13 19-Sep-13
Buy 3,875 1.799096129 16-Sep-13 19-Sep-13
Buy 1,743 1.799095754 16-Sep-13 19-Sep-13
Buy 46 1.801521739 17-Sep-13 20-Sep-13
Buy 25 1.802 17-Sep-13 20-Sep-13
Buy 20 1.802 17-Sep-13 20-Sep-13
Buy 9 1.802222222 17-Sep-13 20-Sep-13
Buy 11,868 1.885383215 18-Sep-13 23-Sep-13
Buy 6,450 1.885383721 18-Sep-13 23-Sep-13
Buy 5,160 1.885383721 18-Sep-13 23-Sep-13
Buy 2,322 1.885381998 18-Sep-13 23-Sep-13
Buy 46,000 1.910808913 18-Sep-13 23-Sep-13
Buy 25,000 1.9108088 18-Sep-13 23-Sep-13
Buy 20,000 1.910809 18-Sep-13 23-Sep-13
Buy 9,000 1.910808889 18-Sep-13 23-Sep-13
Buy 7,774 1.881880628 19-Sep-13 24-Sep-13
Buy 4,225 1.88187929 19-Sep-13 24-Sep-13
Buy 3,380 1.881878698 19-Sep-13 24-Sep-13
Buy 1,521 1.881880342 19-Sep-13 24-Sep-13
Buy 92,000 1.902900978 19-Sep-13 24-Sep-13
Buy 50,000 1.902901 19-Sep-13 24-Sep-13
Buy 40,000 1.902901 19-Sep-13 24-Sep-13
Buy 18,000 1.902901111 19-Sep-13 24-Sep-13
Buy 68,656 1.897695829 20-Sep-13 25-Sep-13
Buy 37,312 1.897695905 20-Sep-13 25-Sep-13
Buy 13,432 1.897695474 20-Sep-13 25-Sep-13
Buy 60,000 1.905904 20-Sep-13 25-Sep-13
Buy 200,000 1.905904 20-Sep-13 25-Sep-13
Buy 92,000 1.910408478 23-Sep-13 26-Sep-13
Buy 50,000 1.9104086 23-Sep-13 26-Sep-13
Buy 40,000 1.9104085 23-Sep-13 26-Sep-13
Buy 18,000 1.910408333 23-Sep-13 26-Sep-13
Buy 9,200 1.9019 24-Sep-13 27-Sep-13
Buy 5,000 1.9019 24-Sep-13 27-Sep-13
Buy 4,000 1.9019 24-Sep-13 27-Sep-13
Buy 1,800 1.9019 24-Sep-13 27-Sep-13
Buy 23,000 1.90099913 25-Sep-13 30-Sep-13
Buy 12,500 1.9009992 25-Sep-13 30-Sep-13
Buy 10,000 1.900999 25-Sep-13 30-Sep-13
Buy 4,500 1.901 25-Sep-13 30-Sep-13
Buy 6,440 1.891889752 26-Sep-13 1-Oct-13
Buy 3,500 1.891891429 26-Sep-13 1-Oct-13
Buy 2,800 1.891889286 26-Sep-13 1-Oct-13
Buy 1,260 1.891888889 26-Sep-13 1-Oct-13
Buy 47 1.891702128 27-Sep-13 2-Oct-13
Buy 24 1.892083333 27-Sep-13 2-Oct-13
Buy 20 1.892 27-Sep-13 2-Oct-13
Buy 9 1.892222222 27-Sep-13 2-Oct-13
Buy 276 1.891884058 30-Sep-13 3-Oct-13
Buy 150 1.891866667 30-Sep-13 3-Oct-13
Buy 120 1.891916667 30-Sep-13 3-Oct-13
Buy 54 1.891851852 30-Sep-13 3-Oct-13
Buy 2,898 1.891890959 1-Oct-13 4-Oct-13
Buy 1,575 1.891892064 1-Oct-13 4-Oct-13
Buy 1,260 1.891888889 1-Oct-13 4-Oct-13
Buy 567 1.891887125 1-Oct-13 4-Oct-13
Buy 4,508 1.901801065 1-Oct-13 4-Oct-13
Buy 2,450 1.901797959 1-Oct-13 4-Oct-13
Buy 1,960 1.901797959 1-Oct-13 4-Oct-13
Buy 882 1.901804762 1-Oct-13 4-Oct-13
Buy 5,566 1.90189903 2-Oct-13 7-Oct-13
Buy 3,025 1.901900826 2-Oct-13 7-Oct-13
Buy 2,420 1.901900826 2-Oct-13 7-Oct-13
Buy 1,089 1.901900826 2-Oct-13 7-Oct-13
Buy 9,200 1.9019 3-Oct-13 8-Oct-13
Buy 5,000 1.9019 3-Oct-13 8-Oct-13
Buy 4,000 1.9019 3-Oct-13 8-Oct-13
Buy 1,800 1.9019 3-Oct-13 8-Oct-13
Buy 9,200 1.9019 4-Oct-13 9-Oct-13
Buy 5,000 1.9019 4-Oct-13 9-Oct-13
Buy 4,000 1.9019 4-Oct-13 9-Oct-13
Buy 1,800 1.9019 4-Oct-13 9-Oct-13
Buy 3,864 1.891789234 7-Oct-13 10-Oct-13
Buy 2,100 1.891790476 7-Oct-13 10-Oct-13
Buy 1,680 1.891792857 7-Oct-13 10-Oct-13
Buy 756 1.891791534 7-Oct-13 10-Oct-13
Buy 9,200 1.899496739 7-Oct-13 10-Oct-13
Buy 5,000 1.899498 7-Oct-13 10-Oct-13
Buy 4,000 1.8994975 7-Oct-13 10-Oct-13
Buy 1,800 1.8995 7-Oct-13 10-Oct-13
Buy 9,200 1.9019 8-Oct-13 11-Oct-13
Buy 5,000 1.9019 8-Oct-13 11-Oct-13
Buy 4,000 1.9019 8-Oct-13 11-Oct-13
Buy 1,800 1.9019 8-Oct-13 11-Oct-13
Buy 7,434 1.89178862 9-Oct-13 15-Oct-13
Buy 1,062 1.891792655 9-Oct-13 15-Oct-13
Buy 2,242 1.891791169 9-Oct-13 15-Oct-13
Buy 1,062 1.891792655 9-Oct-13 15-Oct-13
Buy 12,600 1.901599206 9-Oct-13 15-Oct-13
Buy 1,800 1.9016 9-Oct-13 15-Oct-13
Buy 3,800 1.9016 9-Oct-13 15-Oct-13
Buy 1,800 1.9016 9-Oct-13 15-Oct-13
Buy 126 1.891984127 10-Oct-13 16-Oct-13
Buy 18 1.891666667 10-Oct-13 16-Oct-13
Buy 38 1.891842105 10-Oct-13 16-Oct-13
Buy 18 1.891666667 10-Oct-13 16-Oct-13
Buy 12,600 1.9019 10-Oct-13 16-Oct-13
Buy 1,800 1.9019 10-Oct-13 16-Oct-13
Buy 3,800 1.9019 10-Oct-13 16-Oct-13
Buy 1,800 1.9019 10-Oct-13 16-Oct-13
Buy 1800 1.9019 11-Oct-13 17-Oct-13
Buy 3800 1.9019 11-Oct-13 17-Oct-13
Buy 1800 1.9019 11-Oct-13 17-Oct-13
Buy 12600 1.9019 11-Oct-13 17-Oct-13
Buy 564 1.901897163 14-Oct-13 17-Oct-13
Buy 1191 1.901897565 14-Oct-13 17-Oct-13
Buy 564 1.901897163 14-Oct-13 17-Oct-13
Buy 3954 1.901901872 14-Oct-13 17-Oct-13