UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No 1 )*

 

Two Harbors Investment Corp.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

90187B101

(CUSIP Number)

 

Alexander H. McMillan, Esq.

c/o Loeb Partners Corporation

61 Broadway, New York, N.Y. 10006 (212) 483-7069

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

 

December 24, 2009

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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.

 

 


 

 

 

032080.0003 EAST 7937446 v5

 

CUSIP No.

90187B101

 

 

1. Name of Reporting Person

Loeb Arbitrage Management LP

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(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

108,561

 

 

7. Sole Dispositive Power

-0-

 

 

8. Shared Dispositive Power

108,561

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

108,561

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

0.74%

 

 

12. Type of Reporting Person

IA

 

 

 

 

 

CUSIP No.

90187B101

 

 

1. Name of Reporting Person

Loeb Arbitrage Fund

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(b) o

 

 

3. SEC Use Only

 

 

 

4. Citizenship or Place of Organization

New York

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

5. Sole Voting Power

881,460

 

 

6. Shared Voting Power

-0-

 

 

7. Sole Dispositive Power

881,460

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

881,460

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

5.98%

 

 

12. Type of Reporting Person

PN

 

 

 

 

 

CUSIP No.

90187B101

 

 

1. Name of Reporting Person

Loeb Offshore Fund Ltd.

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(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

86,248

 

 

6. Shared Voting Power

-0-

 

 

7. Sole Dispositive Power

86,248

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

86,248

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

0.59 %

 

 

12. Type of Reporting Person

CO

 

 

 

 

 

CUSIP No.

90187B101

 

 

1. Name of Reporting Person

Loeb Marathon Fund LP

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(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

191,359

 

 

6. Shared Voting Power

-0-

 

 

7. Sole Dispositive Power

191,359

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

191,359

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

1.30%

 

 

12. Type of Reporting Person

PN

 

 

 

 

 

CUSIP No.

90187B101

 

 

1. Name of Reporting Person

Loeb Marathon Offshore Fund, Ltd.

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(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

94,609

 

 

6. Shared Voting Power

-0-

 

 

7. Sole Dispositive Power

94,609

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

94,609

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

0.64%

 

 

12. Type of Reporting Person

CO

 

 

 

 

 

CUSIP No.

90187B101

 

 

1. Name of Reporting Person

Loeb Asia Fund LP

 

 

I.R.S. Identification No. of Above Person

 

 

 

2. Check the Appropriate Box if a Member of a Group

(a) x

 

(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

-0-

 

 

7. Sole Dispositive Power

-0-

 

 

8. Shared Dispositive Power

-0-

 

 

9. Aggregate Amount of Beneficially Owned by Each Reporting Person

-0-

 

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

o

 

 

11. Percent of Class Represented by Amount in Row (9)

0%

 

 

12. Type of Reporting Person

PN

 

 

 

* Percentage of ownership based on 13,379,209 shares outstanding as reported in Two Harbors Investment Corp. 10-Q dated December 11, 2009 and 1,362,237 Warrants reported herein.

 

 

Item 1(a).

Name of Issuer

 

 

Two Harbors Investment Corp.

 

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

 

601 Carlson Parkway, Suite 330

Minnetonka, MN 55305

 

 

Item 2(a).

Name of Person(s) Filing

 

 

Loeb Arbitrage Management LP (“LAM”)

Loeb Arbitrage Fund (“LAF”)

Loeb Offshore Fund Ltd. (“LOF”)

Loeb Marathon Fund LP (“LMF”)

Loeb Marathon Offshore Fund, Ltd. (“LMOF”)

Loeb Asia Fund LP (“LA”)

 

 

Item 2(b).

Address of Principal Business Office

 

 

All filing person(s) and associated investment advisors referenced herein are located at:

61 Broadway, 24th Floor

New York, NY 10006

 

 

Item 2(c)

Citizenship or Place of Organization

 

 

 

LAM is a limited partnership organized under the laws of the State of Delaware.

 

LAF is a limited partnership organized under the laws of the State of New York

 

LOF is a Cayman Islands exempted company.

 

LMF is a limited partnership organized under the laws of the State of Delaware.

 

LMOF is a Cayman Islands exempted company.

 

LA is a limited partnership organized under the laws of the State of Delaware.

 

 

Item 2(d).

Title of Class of Securities

 

 

 

Warrants

 

 

Item 2(e).

CUSIP Number:

 

 

 

90187B101

 

 

 

 

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person is filing a:

 

(a) o A broker or dealer under Section 15 of the 1934 Act

(b) o A bank as defined in Section 3(a)(6) of the 1934 Act

(c) o An insurance company as defined in Section 3(a) (19) of the 1934 Act

(d) o An investment company registered under Section 8 of the Investment Company Act of 1940

(e) o An investment advisor 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) o 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

(i) o A church plan that is excluded from the definition of Investment Company under Section 3(c)(14) of the Investment Company Act of 1940

(j) o A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

 

 

 

 

Item 4.

Ownership

 

 

(a)

Amount Beneficially Owned:

 

 

 

See Item 9 of cover pages.

 

 

(b)

Percent of Class:

 

 

 

See Item 11 of cover pages.

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

sole power to vote or to direct the vote

 

(ii)

shared power to vote or to direct the vote

 

(iii)

sole power to dispose or to direct the disposition

 

(iv)

shared power to dispose or to direct the disposition

 

 

 

 

See Items 5-8 of cover pages.

 

 

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 o.

 

 

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

 

Not Applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

 

 

 

Not Applicable.

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

 

LAM is a registered investment adviser.  LAM may invest on behalf of itself and clients for which it has investment discretion.

 

LAF’s general partner is LAM.   

 

LOF’s registered investment advisor is Loeb Offshore Management LP (“LOM”), a Delaware limited partnership.

 

LMF’s investment advisor is LAM.

 

LMOF’s investment advisor is LOM.

 

LA’s general partner is LAM.

 

 

Item 9.

Notice of Dissolution of Group

 

 

 

Not applicable.

 

 

Item 10.

Certification

 

 

 

Not applicable.

 

 

 

 

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.

 

 

LOEB ARBITRAGE MANAGEMENT LP

 

 

 

 

 

 

Date: December 28, 2009

 

By:_ /s/ Alexander H. McMillan

 

 

Alexander H. McMillan

 

 

Vice President

 

 

 

 

 

LOEB ARBITRAGE FUND

 

 

By: LOEB ARBITRAGE MANAGEMENT LP, G.P.

 

 

 

 

 

 

Date: December 28, 2009

 

By:_ /s/ Alexander H. McMillan

 

 

Alexander H. McMillan

 

 

Vice President

 

 

 

 

 

LOEB OFFSHORE FUND LTD.

 

 

 

 

 

 

Date: December 28, 2009

 

By:_ /s/ Alexander H. McMillan

 

 

Alexander H. McMillan

 

 

Vice President

 

 

 

 

 

LOEB MARATHON FUND LP

 

 

By: LOEB ARBITRAGE MANAGEMENT LP, G.P.

 

 

 

 

 

 

Date: December 28, 2009

 

By:_ /s/ Alexander H. McMillan

 

 

Alexander H. McMillan

 

 

Vice President

 

 

 

 

 

LOEB MARATHON OFFSHORE FUND, LTD.

 

 

 

 

 

 

 

 

 

Date: December 28, 2009

 

By:_ /s/ Alexander H. McMillan

 

 

Alexander H. McMillan

 

 

Vice President

 

 

 

 

 

 

 

 

LOEB ASIA FUND LP

 

 

By: LOEB ARBITRAGE MANAGEMENT LP, G.P.

 

 

 

 

 

 

Date: December 28, 2009

 

By:_ /s/ Alexander H. McMillan

 

 

Alexander H. McMillan

 

 

Vice President