Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13G | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. )* | |
Fortistar Sustainable Solutions Corp. | |
(Name of Issuer) | |
Class A Common Stock, $0.0001 par value per share | |
(Title of Class of Securities) | |
34962M205** | |
(CUSIP Number) | |
January 29, 2021 | |
(Date of Event Which Requires Filing of This Statement) | |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
¨ | Rule 13d-1(b) |
ý | Rule 13d-1(c) |
¨ | Rule 13d-1(d) |
(Page 1 of 9 Pages) |
______________________________
*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 Class A Common Stock has no CUSIP number. The CUSIP number for the units which include the Class A Common Stock is 34962M205.
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).
CUSIP No. 34962M205 | 13G | Page 2 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS Empyrean Capital Overseas Master Fund, Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
6 |
SHARED VOTING POWER 1,300,000 | |||
7 |
SOLE DISPOSITIVE POWER 0 | |||
8 |
SHARED DISPOSITIVE POWER 1,300,000 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,000 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% | |||
12 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 34962M205 | 13G | Page 3 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS Empyrean Capital Partners, LP | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
6 |
SHARED VOTING POWER 1,300,000 | |||
7 |
SOLE DISPOSITIVE POWER 0 | |||
8 |
SHARED DISPOSITIVE POWER 1,300,000 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,000 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% | |||
12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 34962M205 | 13G | Page 4 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS Amos Meron | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
6 |
SHARED VOTING POWER 1,300,000 | |||
7 |
SOLE DISPOSITIVE POWER 0 | |||
8 |
SHARED DISPOSITIVE POWER 1,300,000 | |||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,000 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% | |||
12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 34962M205 | 13G | Page 5 of 9 Pages |
Item 1(a). | NAME OF ISSUER. |
The name of the issuer is Fortistar Sustainable Solutions Corp. (the "Issuer"). |
Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
The Issuer's principal executive offices are located at One North Lexington Avenue, White Plains, NY 10601. |
Item 2(a). | NAME OF PERSON FILING: |
This statement is filed by: |
(i) | Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A Common Stock (as defined in Item 2(d)) directly held by it; | |
(ii) | Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to ECOMF with respect to the Class A Common Stock directly held by ECOMF; | |
(iii) | Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Common Stock directly held by ECOMF. |
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Common Stock owned by another Reporting Person. |
Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. |
Item 2(c). | CITIZENSHIP: |
ECOMF - a Cayman Island exempted company | |
ECP - a Delaware limited partnership | |
Amos Meron - United States |
Item 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A common stock, $0.0001 par value per share (the "Class A Common Stock") |
CUSIP No. 34962M205 | 13G | Page 6
SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 8, 2021
EXHIBIT 1 JOINT ACQUISITION STATEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: February 8, 2021
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