| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/14/2015 |
3. Issuer Name and Ticker or Trading Symbol
Pacific DataVision, Inc. [ PDVW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.001 (the "Common Stock") | 1,488,217 | I | See footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities to which this relates are held directly by Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), Owl Creek Overseas Master Fund, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas"), Owl Creek SRI Master Fund, Ltd., a Cayman Islands exempted company ("Owl Creek SRI") and Owl Creek Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership ("Owl Creek Credit Fund"). |
| 2. Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, Owl Creek I, Owl Creek II and Owl Creek Credit Fund, and serves as manager of, and has the power to direct the affairs of, Owl Creek Overseas and Owl Creek SRI. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, Owl Creek I, Owl Creek II, Owl Creek Overseas, Owl Creek SRI and Owl Creek Credit Fund. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities. |
| Owl Creek Asset Management, L.P., By: Owl Creek GP, L.L.C., its general partner, By: /s/ Jeffrey A. Altman | 08/19/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Joint Filer Information
Name: Owl Creek I, L.P.
Address: 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: Owl Creek I, L.P.
By: Owl Creek Advisors, LLC, its general partner
By: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman
Title: Managing Member
Name: Owl Creek II, L.P.
Address: 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: Owl Creek II, L.P.
By: Owl Creek Advisors, LLC, its general partner
By: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman
Title: Managing Member
Name: Owl Creek Overseas Master Fund, Ltd.
Address: 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: Owl Creek Overseas Master Fund, Ltd.
By: Owl Creek Asset Management, L.P., its investment manager
By: Owl Creek GP, L.L.C., its general partner
By: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman
Title: Managing Member
Name: Owl Creek SRI Master Fund, Ltd.
Address: 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: Owl Creek SRI Master Fund, Ltd.
By: Owl Creek Asset Management, L.P., its investment manager
By: Owl Creek GP, L.L.C., its general partner
By: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman
Title: Managing Member
Name: Owl Creek Credit Opportunities Master Fund, L.P.
Address: 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: Owl Creek Credit Opportunities Master Fund, L.P.
By: Owl Creek Advisors, LLC, its general partner
By: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman
Title: Managing Member
Name: Owl Creek Advisors, LLC
Address: 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: Owl Creek Advisors, LLC
By: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman
Title: Managing Member
Name: Jeffrey A. Altman
Address: c/o Owl Creek Asset Management, L.P., 640 Fifth Avenue, 20th Floor, New York, N.Y. 10019
Designated Filer: Owl Creek Asset Management, L.P.
Issuer & Ticker Symbol: Pacific DataVision, Inc. [PDVW]
Date of Event Requiring Statement: 08/14/2015
Signature: /s/ Jeffrey A. Altman
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Name: Jeffrey A. Altman