|
Fly Leasing Limited
|
|
(Name of Issuer)
|
|
|
|
American Depository Shares, each representing one Common Share, par value $0.001 per share
|
|
(Title of Class of Securities)
|
|
|
34407D109
|
|
|
|
(CUSIP Number)
|
|
|
|
||
|
December 31, 2016
|
||
|
(Date of Event Which Requires Filing of This Statement)
|
||
|
x
|
Rule 13d-1(b)
|
||
|
|
|||
|
o
|
Rule 13d-1(c)
|
||
|
|
|||
|
o
|
Rule 13d-1(d)
|
|
CUSIP No. 34407D109
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Seawolf Capital, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)o
(b)o
|
|
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
414,696
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
414,696
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,696
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
IA
|
|
CUSIP No. 34407D109
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Seawolf Master Fund, Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)o
(b)o
|
|
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
414,696
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
414,696
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,696
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
|
CUSIP No. 34407D109
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vincent Daniel
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)o
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
414,696
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
414,696
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,696
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
CUSIP No. 34407D109
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atwood Porter Collins, III
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)o
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
414,696
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
414,696
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,696
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
CUSIP No. 34407D109
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Jonathan Moses
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)o
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
414,696
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
414,696
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,696
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
Item 1(a).
|
Name of Issuer:
|
|
|
Fly Leasing Limited (the “Issuer”)
|
|
|
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
|
West Pier
Dun Laoghaire
County Dublin, Ireland
|
|
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
This Schedule 13G is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
Seawolf Capital LLC
Seawolf Master Fund Ltd
Vincent Daniel
Atwood Porter Collins, III
Daniel Jonathan Moses
This Schedule 13G relates to the American Depositary Shares (the “Shares”) held for the accounts of Seawolf Capital LLC (“SCLLC”), Seawolf Master Fund Ltd (“SMF”), Vincent Daniel, Atwood Porter Collins, III and Daniel Jonathan Moses. SCLLC is the investment manager of SMF and therefore retains voting control and dispositive power of the shares owned by each. Vincent Daniel, Atwood Porter Collins, III and Daniel Jonathan Moses are the managing members and owners of SCLLC.
|
|
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
The address of the principal business office of each of the Reporting Persons is:
c/o Seawolf Capital LLC
|
|
|
|
400 Madison Avenue
Suite 17C
New York, NY 10017
|
|
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
Seawolf Capital LLC. – Delaware, United States
Seawolf Master Fund Ltd – Cayman Islands
Vincent Daniel - New York, United States
Atwood Porter Collins III - New York, United States
Daniel Jonathan Moses –New York, United States
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
American Depository Shares, each representing one Common Share, par value $0.001 per share
|
|
|
|
|
Item 2(e).
|
CUSIP Number:
34407D109
|
|
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)
|
o
|
Broker or dealer registered under Section 15 of the Act;
|
|
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
(c)
|
o
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
|
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
|
(e)
|
x
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
x
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
o
|
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;
|
|
|
(j)
|
o
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
o
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
|
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:
As of December 31, 2016, each of the Reporting Persons may be deemed the beneficial owner of 414,696 Shares representing 1.3% of the Shares outstanding as of September 30, 2016.
|
||
|
|
(b)
|
Percent of Class:
1.3% (based on 32,453,979 Shares outstanding as of September 30, 2016, as reported by the Issuer in its interim report for the quarter ended September 30, 2016 filed by the Issuer with the SEC on November 17, 2016)
|
||
|
|
(c)
|
Number of shares as to which such person has:
|
||
|
|
|
(i)
|
sole power to vote or to direct the vote:
0
|
|
|
|
|
(ii)
|
shared power to vote or to direct the vote:
414,696
|
|
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0
|
|
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
414,696
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
See disclosure in Items 2 and 4 hereof.
|
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
|
See disclosure in Item 2 hereof.
|
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Not applicable.
|
|
|
|
|
Item 10.
|
Certification.
|
|
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.
|
|
SEAWOLF CAPITAL LLC
|
||
|
By:
|
/s/Therese Mellet
|
|
|
Therese Mellet, Authorized Signatory
|
||
|
SEAWOLF MASTER FUND LTD
|
||
|
By:
|
/s/Therese Mellet
|
|
|
Therese Mellet, Authorized Signatory
|
||
|
VINCENT DANIEL
|
||
|
By:
|
/s/Vincent Daniel | |
| Vincent Daniel, Authorized Signatory | ||
|
ATWOOD PORTER COLLINS, III
|
||
|
By:
|
/s/Atwood Porter Collins, III
|
|
|
Atwood Porter Collins, III, Authorized Signatory
|
||
|
DANIEL JONATHAN MOSES
|
||
|
By:
|
/s/Daniel Jonathan Moses | |
|
Daniel Jonathan Moses, Authorized Signatory
|
||
|
EX. A Joint Filing Agreement
|
Page No. 11
|
|
SEAWOLF CAPITAL LLC
|
||
|
By:
|
/s/Therese Mellet
|
|
|
Therese Mellet, Authorized Signatory
|
||
|
SEAWOLF MASTER FUND LTD
|
||
|
By:
|
/s/Therese Mellet
|
|
|
Therese Mellet, Authorized Signatory
|
||
|
VINCENT DANIEL
|
||
|
By:
|
/s/Vincent Daniel | |
| Vincent Daniel, Authorized Signatory | ||
|
ATWOOD PORTER COLLINS
|
||
|
By:
|
/s/Atwood Porter Collins, III
|
|
|
Atwood Porter Collins, III, Authorized Signatory
|
||
|
DANIEL JONATHAN MOSES
|
||
|
By:
|
/s/Daniel Jonathan Moses | |
|
Daniel Jonathan Moses, Authorized Signatory
|
||