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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
Points International Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
730843208
(CUSIP Number)
December 31, 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:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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.
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 ("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. 730843208
13G
Page 2 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harspring Capital Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
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
860,739
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
860,739
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,739
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. 730843208
13G
Page 3 of 7 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harry M. Gail
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
860,739
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
860,739
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,739
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP No. 730843208
13G
Page 4 of 7 Pages
Item 1.
(a)
Name of Issuer
Points International Ltd. ("the Issuer")
(b)
Address of Issuers Principal Executive Offices
111 Richmond Street West, Suite 700
Toronto, ON, M5H 2G4, Canada
Item 2.
(a)
Name of Person Filing
Harspring Capital Management, LLC ("Harspring Capital Management")
Harry M. Gail ("Mr. Gail")
Harspring Capital Management is the investment manager of certain funds and
accounts (collectively, the "Accounts"), including Harspring Capital, LP
(the "HC Fund").
Each of Harspring Capital Management and Mr. Gail may be deemed to have
voting and dispositive power with respect to securities held by the
Accounts, but hereby declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person
is the beneficial owner of any securities covered by this statement.
(b)
Address of the Principal Office or, if none, residence
The address of the principal place of business office of Harspring Capital
Management and Mr. Gail is:
1345 Avenue of the Americas, Floor 33 New York, NY 10105
(c)
Citizenship
Harspring Capital Management is organized under the laws of the State of
Delaware
Mr. Gail is a citizen of the United States of America
(d)
Title of Class of Securities
Common shares
(e)
CUSIP Number
730843208
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
CUSIP No. 730843208
13G
Page 5 of 7 Pages
(e)
[x]
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
CUSIP No. 730843208
13G
Page 6 of 7 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
860,739
(b)
Percent of class: 5.8%
(c)
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: 860,739
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 860,739
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Accounts have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, shares reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
CUSIP No. 730843208
13G
Page 7 of 7 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
Dated: February 14, 2022
By:
Name:
Harry M. Gail
Title:
Authorized Signatory
Name:
Harry M. Gail