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. 3)
Cullen Agricultural Holding Corp.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
229894100
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(CUSIP Number)
Brian Taylor
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 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. 229894100
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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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IA, PN
CUSIP No. 229894100
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nisswa Acquisition Master Fund Ltd.
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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 229894100
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Master Fund Ltd.
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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 229894100
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Fixed Income Master Fund Ltd.
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
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 229894100
--------
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
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 229894100
---------
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Item 1. Security and Issuer.
The name of the issuer is Cullen Agricultural Holding Corp., a Delaware
corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 1193 Seven Oaks Rd., Waynesboro, GA, 30830.
This schedule relates to the Common Stock, $0.0001 par value
(the "Shares") of the Issuer.
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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 0 Shares, or 0% of the Shares
of the Issuer, based upon the 19,630,714 Shares issued and outstanding
according to the Form 10-Q of the Issuer filed July 30, 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 0 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 0 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, Nisswa Acquisition Master Fund Ltd. may be
deemed to be the beneficial owner of 0 Shares, or 0% of the Shares
of the Issuer, based upon the 19,630,714 Shares issued and outstanding
according to the Form 10-Q of the Issuer filed July 30, 2013.
Nisswa Acquisition Master Fund Ltd. 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 0 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 0 Shares to which this filing relates.
Nisswa Acquisition Master Fund Ltd. 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, Pine River Master Fund Ltd. may be
deemed to be the beneficial owner of 0 Shares, or 0% of the Shares
of the Issuer, based upon the 19,630,714 Shares issued and outstanding
according to the Form 10-Q of the Issuer filed July 30, 2013.
Pine River Master Fund Ltd. 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 0 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 0 Shares to which this filing relates.
Pine River Master Fund Ltd. 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, Pine River Fixed Income Master Fund Ltd.
may be deemed to be the beneficial owner of 0 Shares, or 0% of the Shares
of the Issuer, based upon the 19,630,714 Shares issued and outstanding
according to the Form 10-Q of the Issuer filed July 30, 2013.
Pine River Fixed Income Master Fund Ltd. 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 0 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 0 Shares to which
this filing relates.
Pine River Fixed Income Master Fund Ltd. 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 0 Shares, or 0% of the Shares of the Issuer,
based upon the 19,630,714 Shares issued and outstanding according to the
Form 10-Q of the Issuer filed July 30, 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
0 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
0 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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* Per the Form 10-K of the Issuer, the warrants exercisable for the Shares
expire October 22, 2013.
The Reporting Persons are filing this Schedule 13D due to the change in their
beneficial interest in the Shares as a result of the expiration of the warrants.
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 23, 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
Nisswa Acquisition Master Fund Ltd.
By: 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
Pine River Master Fund Ltd.
By: 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
Pine River Fixed Income Master Fund Ltd.
By: 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 23, 2013 relating
to the Common Stock, $0.0001 par value of Cullen Agricultural Holding corp.
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
Nisswa Acquisition Master Fund Ltd.
By: 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
Pine River Master Fund Ltd.
By: Pine River Capital Management L.P.
By: Pine River Capital Management LLC,
General Partner
By: /s/ Brian Taylor
-----------------------------------------------
Name: Brian Taylor
Title: Managing Member of the General Partner
Pine River Fixed Income Master Fund Ltd.
By: 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
Exhibit B
TRANSACTIONS IN THE SHARES OF THE ISSUER BY THE
REPORTING PERSONS 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
-NONE-