SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CHATHAM LODGING TRUST
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
16208T102
(CUSIP Number)
Paul Friedman
BlueMountain Capital Management, LLC
280 Park Avenue, 5th Floor East
New York, New York 10017
212-905-3990
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 14, 2013
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 (the 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).
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Capital Management, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
1,262,500 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
1,262,500 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
1,262,500(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
4.80%(2) | |||||
14 | Type of reporting person (see instructions)
IA |
(1) | The Reporting Persons (as defined in Item 2) may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members (as defined in Item 2). If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain GP Holdings, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
1,051,876 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
1,051,876 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
1,051,876(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
4.00%(2) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
Blue Mountain Credit Alternatives Master Fund L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
697,073 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
697,073 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
697,073(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
2.65%(2) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
Blue Mountain CA Master Fund GP, Ltd. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
697,073 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
697,073 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
697,073(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
2.65%(2) | |||||
14 | Type of reporting person (see instructions)
CO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Long/Short Credit Master Fund L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
130,473 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
130,473 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
130,473(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.50%(2) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Long/Short Credit GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
130,473 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
130,473 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
130,473(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.50%(2) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Strategic Credit Master Fund L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
39,388 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
39,388 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
39,388(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.15%(2) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Strategic Credit GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
39,388 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
39,388 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
39,388(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.15%(2) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Timberline Ltd. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
74,902 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
74,902 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
74,902(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.28%(2) | |||||
14 | Type of reporting person (see instructions)
CO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Credit Opportunities Master Fund I L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
151,035 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
151,035 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
151,035(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.57%(2) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Credit Opportunities GP I, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
151,035 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
151,035 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
151,035(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.57%(2) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Kicking Horse Fund L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check 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 shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
33,907 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
33,907 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
33,907(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.13%(2) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Kicking Horse Fund GP, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Delaware, United States of America | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
33,907 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
33,907 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
33,907(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.13%(2) | |||||
14 | Type of reporting person (see instructions)
OO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Montenvers Master Fund SCA SICAV-SIF | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
6 | Citizenship or place of organization
Luxembourg | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 | ||||
8 | Shared voting power
135,722 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
135,722 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
135,722(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
13 | Percent of class represented by amount in Row (11)
0.52%(2) | |||||
14 | Type of reporting person (see instructions)
PN |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102 |
1 | Names of reporting persons
BlueMountain Montenvers GP S.à r.l. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
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3 | SEC use only
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4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
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6 | Citizenship or place of organization
Luxembourg | |||||
Number of shares beneficially owned by each reporting person with
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7 | Sole voting power
0 | ||||
8 | Shared voting power
135,722 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
135,722 | |||||
11 |
Aggregate amount beneficially owned by each reporting person
135,722(1) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
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13 | Percent of class represented by amount in Row (11)
0.52%(2) | |||||
14 | Type of reporting person (see instructions)
CO |
(1) | The Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members. If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members. |
(2) | All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013. |
CUSIP No. 16208T102
This Amendment No. 2 (this Amendment No. 2) amends the Schedule 13D (the Schedule 13D) filed with the Securities and Exchange Commission (the SEC) on October 7, 2013, as amended by the Amendment No. 1 to the Schedule 13D filed on November 4, 2013, relating to the common stock, par value $0.01 per share (the Common Stock), of Chatham Lodging Trust, a Maryland real estate investment trust (the Issuer). The Issuers principal executive office is located at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 is being filed to amend Item 4, Item 5 and Item 7 of the Schedule 13D as follows:
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 14, the Reporting Persons issued a press release responding to the Issuers rejection of the offer to purchase all of its outstanding equity. The press release is attached as Exhibit 5. The Schedule 13D is amended to reflect the statements expressed in the press release to the extent the same constitute plans or proposals that relate to or would result in one or more of the events referred to in paragraphs (a) through (j), inclusive of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby deleted and replaced as follows:
(a) and (b) All percentages set forth in this Schedule 13D are based upon the Issuers 26,295,558 outstanding shares of Common Stock as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 6, 2013.
The 1,262,500 shares of Common Stock beneficially owned, in the aggregate, by the BlueMountain Funds as of November 14, 2013, represent approximately 4.80% of the issued and outstanding shares of Common Stock of the Issuer, with such percentage calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. A further detailed breakdown of the Reporting Persons beneficial ownership of Common Stock is set forth below.
If the Reporting Persons are deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Vora Group Members, such group shall be deemed to beneficially own 2,525,000 shares of Common Stock, which represents 9.60% of the Issuers outstanding Common Stock. However, the Reporting Persons expressly disclaim beneficial ownership of the 1,262,500 shares of Common Stock beneficially owned by the Vora Group Members.
A. Investment Manager
(a) Amount beneficially owned: 1,262,500
Percent of class: 4.80%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,262,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,262,500
CUSIP No. 16208T102
B. Ultimate General Partner
(a) Amount beneficially owned: 1,051,876
Percent of class: 4.00%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,051,876
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,051,876
C. Credit Alternatives
(a) Amount beneficially owned: 697,073
Percent of class: 2.65%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 697,073
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 697,073
D. BMCA GP
(a) Amount beneficially owned: 697,073
Percent of class: 2.65%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 697,073
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 697,073
E. Long/Short Credit
(a) Amount beneficially owned: 130,473
Percent of class: 0.50%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
CUSIP No. 16208T102
(ii) Shared power to vote or to direct the vote: 130,473
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 130,473
F. Long/Short Credit GP
(a) Amount beneficially owned: 130,473
Percent of class: 0.50%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 130,473
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 130,473
G. Strategic Credit
(a) Amount beneficially owned: 39,388
Percent of class: 0.15%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 39,388
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 39,388
H. Strategic Credit GP
(a) Amount beneficially owned: 39,388
Percent of class: 0.15%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 39,388
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 39,388
CUSIP No. 16208T102
I. Timberline
(a) Amount beneficially owned: 74,902
Percent of class: 0.28%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 74,902
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 74,902
J. COF
(a) Amount beneficially owned: 151,035
Percent of class: 0.57%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 151,035
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 151,035
K. COF GP
(a) Amount beneficially owned: 151,035
Percent of class: 0.57%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 151,035
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 151,035
L. Kicking Horse
(a) Amount beneficially owned: 33,907
Percent of class: 0.13%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
CUSIP No. 16208T102
(ii) Shared power to vote or to direct the vote: 33,907
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 33,907
M. Kicking Horse GP
(a) Amount beneficially owned: 33,907
Percent of class: 0.13%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 33,907
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 33,907
N. Montenvers
(a) Amount beneficially owned: 135,722
Percent of class: 0.52%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 135,722
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 135,722
O. Montenvers GP
(a) Amount beneficially owned: 135,722
Percent of class: 0.52%
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 135,722
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 135,722
CUSIP No. 16208T102
The Investment Manager, each General Partner and the Ultimate General Partner, each expressly declare that this filing shall not be construed as an admission that each is, for the purposes of sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this filing.
None of the Reporting Persons beneficially own any other shares of Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
4. Joint Filing Agreement dated November 14, 2013, attached as Exhibit 4 hereto.
5. Press Release dated November 14, 2013, attached as Exhibit 5 hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: November 14, 2013
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN GP HOLDINGS, LLC | ||
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. | ||
BY: | BLUE MOUNTAIN CA MASTER FUND GP, LTD. | |
By: | /s/ ANDREW FELDSTEIN | |
Name: | Andrew Feldstein, Director | |
BLUE MOUNTAIN CA MASTER FUND GP, LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: | Andrew Feldstein, Director | |
BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P. | ||
BY: | BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | |
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC | ||
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. | ||
BY: | BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | |
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer |
BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC | ||
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN KICKING HORSE FUND L.P. | ||
BY: | BLUEMOUNTAIN KICKING HORSE FUND GP, LLC | |
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN KICKING HORSE FUND GP, LLC | ||
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. | ||
BY: | BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | |
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC | ||
BY: | BLUEMOUNTAIN GP HOLDINGS, LLC | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Chief Compliance Officer | |
BLUEMOUNTAIN TIMBERLINE LTD. | ||
By: | /s/ ANDREW FELDSTEIN | |
Name: | Andrew Feldstein, Director | |
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF | ||
BY: | BLUEMOUNTAIN MONTENVERS GP S.à r.l. | |
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Authorized Person |
BLUEMOUNTAIN MONTENVERS GP S.à r.l. | ||
By: | /s/ PAUL FRIEDMAN | |
Name: | Paul Friedman, Authorized Person |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)