arcadia13da.htm
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)
 
 
HearUSA, Inc. 
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class Securities)
 
 
422360305
(CUSIP Number)

Arcadia Capital Advisors, LLC
175 Great Neck Road, Suite 406
Great Neck, NY 11021
Attention: Richard Rofé
Tel: 516.466.5258
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 26, 2011
(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 Rule13d-1(e), Rule13d-1(f) or Rule13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.

*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.
422360305
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Arcadia Opportunity Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)x
(b)o
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)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,000,000*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,000,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,000,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW  (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
*Represents the shares held directly by the Fund as of July 28, 2011.

 
 
 
 



CUSIP No.
422360305
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Arcadia Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
 
(a)x
(b)o
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)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,000,000*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,000,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,000,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%*
14
TYPE OF REPORTING PERSON
 
OO
*Represents the shares held directly by the Fund as of July 28, 2011.

 
 
 
 



CUSIP No.
422360305
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
M.D. Sass FinStrat Arcadia Capital Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)x
(b)o
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)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,000,000*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,000,000*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,000,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%*
14
TYPE OF REPORTING PERSON
 
OO
*Represents the shares held directly by the Fund as of July 28, 2011.

 
 
 
 

EXPLANATORY NOTE

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being filed with respect to the beneficial ownership of common stock, par value $0.10 per share (the “Common Stock”), of HearUSA, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 4 amends and restates in its entirety Item 5 of the Schedule 13D previously filed on March 4, 2011, as amended. This Amendment No. 4 also constitutes an "exit filing" for the Reporting Persons, given that the Reporting Persons' shares of Common Stock represent less than 5% of the outstanding shares of Common Stock.

Item 5.
Interest in Securities of the Issuer
 
 
(a) As of July 28, 2011, the date of the filing of this Amendment No. 4, the Fund directly owns 2,000,000 shares of Common Stock, representing 4.4% of all the Issuer's outstanding Common Stock (the Investment Manager and the Managing Member may each be deemed to beneficially own the shares of Common Stock directly owned by the Fund; each disclaims beneficial ownership of such shares).
 
The foregoing percentage is based on 45,609,757 shares of Common stock outstanding as of June 8, 2011, as reported on the Issuer’s Form 10-Q filed on June 27, 2011.
 
(b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 2,000,000 shares of Common Stock directly owned by the Fund.
 
(c) Except as set forth on Schedule I hereto, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, since the filing of the previous amendment to this Schedule 13D.
 
(d) Not applicable.
 
(e) The Reporting Persons ceased to the benefical owners of more than 5% of the outstanding shares of Common Stock on July 27, 2011.
 

 
 
 
 

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:  July 28, 2011

RICHARD ROFÉ
ARCADIA CAPITAL ADVISORS, LLC
ARCADIA OPPORTUNITY MASTER FUND, LTD.
 
By:
/s/ Richard Rofé
 
Richard Rofé as Managing Director of the
 
Investment Manager (for itself and on behalf of the Fund)


M.D. SASS FINSTRAT ARCADIA CAPITAL HOLDINGS, LLC
 
By:
/s/ Phil Sivin
 
Phil Sivin, Authorized Signatory
   

 
 
 
 
 

SCHEDULE I

 The following Reporting Persons effected the following transactions since the filing of the previous amendment to this Schedule 13D, all on the open market:

 Arcadia Opportunity Master Fund, Ltd.

Date
Buy/Sell
Number of Shares
Price per Share
 
06/06/11
 Buy
30,400
$0.3200
06/09/11
 Buy
16,100
$0.3700
06/14/11
 Buy
1,985
$0.4100
07/15/11
Sell
800
$0.4300
07/18/11
Sell
1,000
$0.4300
07/19/11
Sell
210,000
$0.4350
07/25/11
Sell
26,000
$0.5500
07/26/11
Sell
530,400
$0.3970
07/27/11
Sell
602,800
$0.3650
07/28/11 Sell  129,000   $0.3908