SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on January 30, 2014
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Marathon Patent Group, Inc.
(f/k/a American Strategic Minerals Corporation)
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
56585W203
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] 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 the 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).
Page 1 of 7 Pages
CUSIP No. 56585W203 13G/A Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
STOCK --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
85,503 shares of Common Stock
24,039 shares of Common Stock issuable upon exercise of
warrants
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
85,503 shares of Common Stock
24,039 shares of Common Stock issuable upon exercise of
warrants
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,503 shares of Common Stock
24,039 shares of Common Stock issuable upon exercise of warrants
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.04%
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(12) TYPE OF REPORTING PERSON
PN
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CUSIP No. 56585W203 13G/A Page 3 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
85,503 shares of Common Stock
24,039 shares of Common Stock issuable upon exercise of
warrants
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
85,503 shares of Common Stock
24,039 shares of Common Stock issuable upon exercise of
warrants
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
85,503 shares of Common Stock
24,039 shares of Common Stock issuable upon exercise of warrants
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.04%
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(12) TYPE OF REPORTING PERSON
IN
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CUSIP No. 56585W203 13G/A Page 4 of 7 Pages
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Item 1.
(a) Name of Issuer
Marathon Patent Group, Inc. (f/k/a American Strategic Minerals
Corporation), a Nevada corporation (the 'Company')
(b) Address of Issuer's Principal Executive Offices
2331 Mill Road, Suite 100
Alexandria, Virginia 22314
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are
collectively referred to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Investment
Manager and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the 'Common Stock')
Item 2(e) CUSIP Number
56585W203
CUSIP No. 56585W203 13G/A Page 5 of 7 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)
(J), please specify the type of institution: ____
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11)
of the cover page for each Reporting Person hereto and is incorporated herein
by reference for each such Reporting Person.
The Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2013 filed with the Securities and Exchange Commission on
November 14, 2013, indicates that the total number of outstanding shares of
Common Stock as of November 13, 2013 was 5,339,593. The percentages set forth
on Row (ll) of the cover page for each Reporting Person is based on the
Company's outstanding shares of Common Stock and assumes the exercise of the
reported warrants.
CUSIP No. 56585W203 13G/A Page 6 of 7 Pages
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The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., in whose name the reported securities are held,
may be deemed to be the beneficial owner of all shares of Common Stock held
by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of
Hudson Bay Capital GP LLC, which is the general partner of the Investment
Manager. Mr. Gerber disclaims beneficial ownership of these securities.
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 person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X]
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
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 each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of 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.
CUSIP No. 56585W203 13G/A Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: January 30, 2014
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER