Sec Form 13D Filing - EastBay Asset Management LLC filing for DHX Media Ltd.DHX Media Ltd. - 2019-12-11

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

 

DHX Media Ltd.
(Name of Issuer)

 

 

Common and Variable Voting Shares
(Title of Class of Securities)

 

 

252406152
(CUSIP Number)

 

 

Hanif Dhanani

EastBay Asset Management, LLC

650 Fifth Avenue, Suite 1640

New York, New York 10019

Tel. No.: (212) 702-7162

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

 

November 14, 2019
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
   
*          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 disclosures provided in a prior cover page.
 
 


CUSIP No.		 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  EastBay Asset Management, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  26,289,018*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  26,289,018*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  26,289,018*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  15.4%*  

 

14. TYPE OF REPORTING PERSON  
     
  IA  
     

 

* The number of Shares (as defined in Item 1) reported herein is comprised of (i) 6,230,415 Shares that were purchased as Variable Voting Shares and (ii) 20,058,603 Shares that were purchased as Common Voting Shares, each as described in the Issuer’s Form 6-K filed on November 20, 2019 and incorporated herein by reference. The number and percent of class is calculated based on the aggregate total of 170,938,842 Common and Variable Voting Shares outstanding as of November 22, 2019 as provided in the Issuer’s publicly available statements.

 
 


CUSIP No.		 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  EastBay General Partner LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  26,289,018*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  26,289,018*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  26,289,018*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  15.4%*  

 

14. TYPE OF REPORTING PERSON  
     
  OO  
     

 

* The number of Shares reported herein is comprised of (i) 6,230,415 Shares that were purchased as Variable Voting Shares and (ii) 20,058,603 Shares that were purchased as Common Voting Shares, each as described in the Issuer’s Form 6-K filed on November 20, 2019 and incorporated herein by reference. The number and percent of class is calculated based on the aggregate total of 170,938,842 Common and Variable Voting Shares outstanding as of November 22, 2019 as provided in the Issuer’s publicly available statements.

 
 


CUSIP No.		 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  EastBay Master Fund, 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 ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Cayman Islands  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  21,324,317*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  21,324,317*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  21,324,317*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  12.5%*  

 

14. TYPE OF REPORTING PERSON  
     
  PN  
     

 

* The number of Shares reported herein is comprised of (i) 4,717,507 Shares that were purchased as Variable Voting Shares and (ii) 16,606,810 Shares that were purchased as Common Voting Shares, each as described in the Issuer’s Form 6-K filed on November 20, 2019 and incorporated herein by reference. The number and percent of class is calculated based on the aggregate total of 170,938,842 Common and Variable Voting Shares outstanding as of November 22, 2019 as provided in the Issuer’s publicly available statements.

 
 


CUSIP No.		 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Adam Wolfberg  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  26,289,018*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  26,289,018*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  26,289,018*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  15.4%*  

 

14. TYPE OF REPORTING PERSON  
     
  IN  
     

 

* The number of Shares reported herein is comprised of (i) 6,230,415 Shares that were purchased as Variable Voting Shares and (ii) 20,058,603 Shares that were purchased as Common Voting Shares, each as described in the Issuer’s Form 6-K filed on November 20, 2019 and incorporated herein by reference. The number and percent of class is calculated based on the aggregate total of 170,938,842 Common and Variable Voting Shares outstanding as of November 22, 2019 as provided in the Issuer’s publicly available statements.

 
 


CUSIP No.		 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Steve Landry  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  26,289,018*  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  26,289,018*  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  26,289,018*  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  15.4%*  

 

14. TYPE OF REPORTING PERSON  
     
  IN  
     

 

* The number of Shares reported herein is comprised of (i) 6,230,415 Shares that were purchased as Variable Voting Shares and (ii) 20,058,603 Shares that were purchased as Common Voting Shares, each as described in the Issuer’s Form 6-K filed on November 20, 2019 and incorporated herein by reference. The number and percent of class is calculated based on the aggregate total of 170,938,842 Common and Variable Voting Shares outstanding as of November 22, 2019 as provided in the Issuer’s publicly available statements.

 
 

 

CUSIP No. 252406152    
     

 

Item 1. Security and Issuer.  

 

  The name of the issuer is DHX Media Ltd., a Canadian corporation (the "Issuer").  The address of the Issuer's principal executive offices is 5657 Spring Garden Road, Suite 505, Halifax, Nova Scotia, B3J 3R4, Canada.  This Schedule 13D relates to the Issuer's Common and Variable Voting Shares (the "Shares").  
     
     

 

Item 2. Identity and Background.  

 

  (a), (f) This Schedule 13D is being filed by (i) EastBay Asset Management, LLC, a Delaware limited liability company (“Eastbay”), as the investment manager to certain private investment funds (including Eastbay Master Fund, as defined below), with respect to Shares owned by such private investment funds, (ii) EastBay General Partner LLC, a Delaware limited liability company (“Eastbay GP”), as the general partner of certain private investment funds (including Eastbay Master Fund), (iii) EastBay Master Fund, LP, a Cayman Islands private investment fund (“Eastbay Master Fund”), with respect to Shares owned by such private investment fund, and (iv) Adam Wolfberg and Steve Landry, the managing members of Eastbay, with respect to Shares beneficially owned by Adam Wolfberg and Steve Landry (collectively, the “Reporting Persons”).  
       
  (b) The principal business address for each of the Reporting Persons is 650 Fifth Avenue, Suite 1640, New York, New York 10019.  
       
  (c) Eastbay provides investment management services to private investment funds, including Eastbay Master Fund.  Eastbay GP serves as the general partner to private investment funds, including Eastbay Master Fund.  Eastbay Master Fund is a private investment fund.  Adam Wolfberg and Steve Landry are the managing members of Eastbay.  
       
  (d), (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  The Reporting Persons disclaim membership in a group.  
       
     

 

Item 3. Source and Amount of Funds or Other Consideration.  
     
  The funds for the purchase of the Shares came from the working capital of Eastbay Master Fund and other clients of Eastbay.  No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business.  
     

 

 
 

 

 

Item 4. Purpose of Transaction.  
     
 

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D, except as set forth below.

 

The Reporting Persons have been in contact with, and reserve the right to continue to be in contact with, members of the Issuer's management, the members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. The contact may include proposing or considering any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

 

On December 19, 2018, Steve Landry, a managing member of Eastbay, joined the Issuer's Board of Directors.

 

The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.

  
     

 

Item 5. Interest in Securities of the Issuer.  
     
  (a) - (e)

As of the date hereof (i) each of Eastbay, Adam Wolfberg and Steve Landry may be deemed to be the beneficial owner of 26,289,018 shares, constituting 15.4% of the Shares, (ii) Eastbay GP may be deemed to be the beneficial owner of 26,289,018 Shares, constituting 15.4% of the Shares, and (iii) Eastbay Master Fund may be deemed to be the beneficial owner of 21,324,317 Shares, constituting 12.5% of the Shares, in each case based upon 170,938,842 Shares outstanding as of the date hereof.

 

Eastbay has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 26,289,018 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 26,289,018 Shares.

 

Eastbay GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 26,289,018 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 26,289,018 Shares.

 

Eastbay Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,324,317 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 21,324,317 Shares.

 

Adam Wolfberg has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 26,289,018 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 26,289,018 Shares.

 

Steve Landry has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 26,289,018 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 26,289,018 Shares.

 

The trading dates, number of Shares purchased or sold and the price per share for all transactions in the Shares during the last 60 days by the Reporting Persons are set forth in Exhibit B and were effected in the open market.

 

  
       

 

 
 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.  
     
  The Reporting Persons hold derivative positions related to 10,203,721 Shares in the form of total return swap instruments.  The total return swap positions are cash settled.  The Reporting Persons do not and cannot direct or control the purchases or sales, if any, of any Shares held by the relevant derivative counterparties and do not and cannot control the voting rights associated with any such Shares.  
     

 

Item 7. Material to be Filed as Exhibits.  

 

 

Exhibit A: Joint Filing Agreement

Exhibit B: A description of the transactions in the Shares that were effected by the Reporting Persons during the last 60 days.

     

 

 
 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    December 11, 2019  
    (Date)  

 

       
    EastBay Asset Management, LLC*  
       
       
    By: /s/ Hanif Dhanani  
    Name: Hanif Dhanani  
    Title: Chief Compliance Officer  
         
         
    EastBay General Partner LLC*  
         
    By: /s/ Hanif Dhanani  
    Name: Hanif Dhanani  
    Title: Chief Compliance Officer  
         
         
    EastBay Master Fund, LP*  
    By: EastBay General Partner LLC, its general partner  
         
         
    By: /s/ Hanif Dhanani  
    Name: Hanif Dhanani  
    Title: Chief Compliance Officer  
         
         
      /s/ Adam Wolfberg  
      Adam Wolfberg*  
         
         
      /s/ Steve Landry  
      Steve Landry*  
         

 

 

 

 

 

 

 

 

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 13 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 
 

 

 

Exhibit A

 

AGREEMENT

 

The unders igned agree that this Amendment to Schedule 13D, dated December 11, 2019, relating to the Common and Variable Voting Shares of DHX Media, Inc. shall be filed on behalf of the undersigned.

 

    December 11, 2019  
    (Date)  

 

    EastBay Asset Management, LLC  
       
       
       
    By: /s/ Hanif Dhanani  
    Name: Hanif Dhanani  
    Title: Chief Compliance Officer  
         
         
    EastBay General Partner LLC  
         
    By: /s/ Hanif Dhanani  
    Name: Hanif Dhanani  
    Title: Chief Compliance Officer  
         
         
    EastBay Master Fund, LP  
    By: EastBay General Partner LLC, its general partner  
         
         
    By: /s/ Hanif Dhanani  
    Name: Hanif Dhanani  
    Title: Chief Compliance Officer  
         
         
      /s/ Adam Wolfberg  
      Adam Wolfberg  
         
         
      /s/ Steve Landry  
      Steve Landry  
         

 

 

 

 

 

 

 

 

 

 

 
 

 

Exhibit B

 

TRANSACTIONS IN SHARES BY FUNDS ADVISED BY EASTBAY ASSET MANAGEMENT, LLC

Transaction Date Quantity Price
Purchase 11/29/2019 75,000 $1.6827 CAD
Purchase 11/29/2019 19,500 $1.26 USD