CSIQ [Canadian Solar] SC 13D/A:

Ticker: CSIQ, Company: Canadian Solar Inc., Type: SC 13D/A, Date: 2019-06-07
Original SEC Filing: Click here


Webplus: CSIQ/20190607/SC_13D.A/1/000.htm SEC Original: sc13da410490018_06072019.htm



SC 13D/A 1 sc13da410490018_06072019.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D

CUSIP No. 136635109

1 NAME OF REPORTING PERSON
LION POINT MASTER, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,858,908
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,858,908
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,858,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
PN

2

CUSIP No. 136635109

1 NAME OF REPORTING PERSON
LION POINT CAPITAL GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,858,908
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,858,908
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,858,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
OO

3

CUSIP No. 136635109

1 NAME OF REPORTING PERSON
LION POINT CAPITAL, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,858,908
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,858,908
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,858,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
PN

4

CUSIP No. 136635109

1 NAME OF REPORTING PERSON
LION POINT HOLDINGS GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,858,908
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,858,908
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,858,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
OO

5

CUSIP No. 136635109

1 NAME OF REPORTING PERSON
DIDRIC CEDERHOLM
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWEDEN AND FRANCE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,858,908
PERSON WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
3,858,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,858,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
IN

6

CUSIP No. 136635109

1 NAME OF REPORTING PERSON
JIM FREEMAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,858,908
PERSON WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
3,858,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,858,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
IN

7

CUSIP No. 136635109

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. This Amendment No. 4 to the Schedule 13D was triggered as a result of the expiration of certain American-style call options.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer purchased by Lion Point were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,858,908 Shares purchased by Lion Point is approximately $54,553,280, including brokerage commissions.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,436,921 Shares outstanding as of May 6, 2019, which is the total number of Shares outstanding as reported in Exhibit 20.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 15, 2019.

A. Lion Point
(a) As of the close of business on June 6, 2019, Lion Point directly beneficially owned 3,858,908 Shares.

Percentage: Approximately 6.5%

(b) 1. Sole power to vote or direct vote: 3,858,908
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,858,908
4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the securities of the Issuer by Lion Point since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
B. Lion Point Capital GP
(a) Lion Point Capital GP, as the general partner of Lion Point, may be deemed the beneficial owner of the 3,858,908 Shares beneficially owned by Lion Point.

Percentage: 6.5%

(b) 1. Sole power to vote or direct vote: 3,858,908
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,858,908
4. Shared power to dispose or direct the disposition: 0

8

CUSIP No. 136635109

(c) Lion Point Capital GP has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of Lion Point since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
C. Lion Point Capital
(a) Lion Point Capital, as the investment manager of Lion Point, may be deemed the beneficial owner of the 3,858,908 Shares beneficially owned by Lion Point.

Percentage: 6.5%

(b) 1. Sole power to vote or direct vote: 3,858,908
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,858,908
4. Shared power to dispose or direct the disposition: 0

(c) Lion Point Capital has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of Lion Point since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D. Lion Point Holdings GP
(a) Lion Point Holdings GP, as the general partner of Lion Point Capital, may be deemed the beneficial owner of the 3,858,908 Shares beneficially owned by Lion Point.

Percentage: Approximately 6.5%

(b) 1. Sole power to vote or direct vote: 3,858,908
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,858,908
4. Shared power to dispose or direct the disposition: 0

(c) Lion Point Holdings GP has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of Lion Point since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
E. Messrs. Cederholm and Freeman
(a) Each of Messrs. Cederholm and Freeman, as a Manager of each of Lion Point Capital GP and Lion Point Holdings GP, may be deemed the beneficial owner of the 3,858,908 Shares beneficially owned by Lion Point.

Percentage: Approximately 6.5%

9

CUSIP No. 136635109

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,858,908
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,858,908

(c) Neither of Messrs. Cederholm or Freeman has entered into any transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of Lion Point since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

Lion Point has entered into certain cash-settled total return swap agreements with several unaffiliated third party financial institutions as the respective counterparties (the “Swap Agreements”). The swaps with the third parties constitute economic exposure to an aggregate of 3,289,090 notional Shares, representing approximately 5.5% of the outstanding Shares, of which (i) 222,910 notional Shares have reference prices ranging from $12.0539 to $13.1010 (weighted average of $12.6738) and expiration dates from June 26, 2023 to July 31, 2023, (ii) 560,235 notional Shares have reference prices ranging from $11.9848 to $14.5942 (weighted average of $13.5742) and expiration dates from June 6, 2022 to August 29, 2023, (iii) 385,000 notional Shares have a reference price of $18.4800 and an expiration date of November 7, 2022, (iv) 1,980,622 notional Shares have reference prices ranging from $11.4640 to $16.8956 (weighted average of $14.3317) and an expiration date of October 13, 2022, and (v) 140,323 notional Shares have reference prices ranging from $19.9428 to $20.7050 (weighted average of $20.4860) and an expiration date of May 2, 2022.

The Swap Agreements provide Lion Point with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Lion Point has economic exposure to an aggregate of 7,147,998 Shares, representing approximately 12.0% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

Lion Point has sold in the over the counter market American-style call options referencing an aggregate of 750,000 Shares, which have an exercise price of $20.00 per Share and expire on January 15, 2021.

Lion Point has sold in the over the counter market American-style call options referencing an aggregate of 1,700,000 Shares, which have an exercise price of $27.00 per Share and expire on January 17, 2020.

Lion Point has sold in the over the counter market American-style put options referencing an aggregate of 1,700,000 Shares, which have an exercise price of $17.00 per Share and expire on July 19, 2019.

10

CUSIP No. 136635109

On August 29, 2018, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer   The Joint Filing Agreement is attached as Exhibit 99.1 to the initial Schedule 13D and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

11

CUSIP No. 136635109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 7, 2019

lion point master, LP
By:

Lion Point Capital GP, LLC

General Partner

By:

/s/ Didric Cederholm

Name: Didric Cederholm
Title: Manager

Lion Point Capital GP, LLC
By:

/s/ Didric Cederholm

Name: Didric Cederholm
Title: Manager

Lion Point Capital, LP
By:

Lion Point Holdings GP, LLC

General Partner

By:

/s/ Didric Cederholm

Name: Didric Cederholm
Title: Manager

Lion Point Holdings GP, LLC
By:

/s/ Didric Cederholm

Name: Didric Cederholm
Title: Manager

/s/ Didric Cederholm

Didric Cederholm

/s/ Jim Freeman

Jim Freeman

12

CUSIP No. 136635109

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

LION POINT MASTER, LP

Sale of July 2019 Put Option ($22 Strike Price)1 (17,000) 4.6500 05/23/2019
Sale of Cash-Settled Total Return Swap (572,082) 17.0700 05/23/2019
Sale of Common Stock (177,918) 17.0700 05/23/2019


1Represents American-style put options sold in the over the counter market. These put options expire on July 19, 2019.

Company Info:

Ticker: CSIQ, Company: Canadian Solar Inc., Type: SC 13D/A, Date: 2019-06-07CIK: 0001375877, Location: A6, SIC: 3674, SIC Desc: SEMICONDUCTORS & RELATED DEVICES
Business Phone & Address:
545 SPEEDVALE AVENUE, WEST GUELPH
ONTARIO, A6 N1K 1E6

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