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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
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
COURTSIDE ACQUISITION CORP.
Common Stock, par value $.0001 per share
22274N201
July 1, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ 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 the
disclosures provided in a prior cover page.
The information required in 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 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| 13G | ||||||
| CUSIP No. 22274N201 | ||||||
| 1. | Name of Reporting Person: Sapling, LLC |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group:* | |||||
| (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: 709,500 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive
Power: 709,500 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each
Reporting Person: 709,500 |
|||||
| 10. | Check box if the Aggregate Amount in Row (9)
Excludes Certain Shares:* o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 4.7% | |||||
| 12. | Type
of Reporting Person:* OO | |||||
* SEE INSTRUCTIONS BEFORE FILLING OUT
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| 13G | ||||||
| CUSIP No. 22274N201 | ||||||
| 1. | Name of Reporting Person: Fir Tree Recovery Master Fund, L.P. |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group:* | |||||
| (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: 365,500 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive
Power: 365,500 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each
Reporting Person: 365,500 |
|||||
| 10. | Check box if the Aggregate Amount in Row (9)
Excludes Certain Shares:* o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 2.4% | |||||
| 12. | Type
of Reporting Person:* PN | |||||
* SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sapling, LLC, a Delaware limited liability company (“Sapling”), and Fir Tree Recovery Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Recovery”), relating to shares of common stock, $.0001 par value (the “Common Stock”), of Courtside Acquisition Corp., a Delaware corporation (the “Issuer”), purchased by Sapling and Fir Tree Recovery. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree Master”), is the sole member of Sapling. Fir Tree, Inc., a New York corporation, is the investment manager of both Sapling and Fir Tree Recovery.
Item 1(a)
|
Name of Issuer. | |
| Courtside Acquisition Corp. | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices. | |
| 1700 Broadway | ||
| New York, New York 10019 | ||
Item 2(a)
|
Name of Person Filing. | |
| Sapling, LLC (“Sapling”) and Fir Tree Recovery Master Fund, L.P. | ||
| (“Fir Tree Recovery”) | ||
Item 2(b)
|
Address of Principal Business Office. | |
| 535 Fifth Avenue | ||
| 31st Floor | ||
| New York, New York 10017 | ||
Item 2(c)
|
Place of Organization. | |
| Sapling is a Delaware limited liability company. Fir Tree Recovery is a Cayman Islands exempted limited partnership. | ||
Item 2(d)
|
Title of Class of Securities. | |
| Common Stock, par value $.0001 per share (the “Common Stock”). | ||
Item 2(e)
|
CUSIP Number. | |
| 22274N201 |
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Item 3
|
Reporting Person. | |
| The person filing is not listed in Items 3(a) through 3(j). | ||
Item 4
|
Ownership. |
| (a) | As of the filing of this Schedule 13G, Sapling and Fir Tree Recovery have purchased 1,075,000 shares of Common Stock of the Issuer. | |||
| (b) | Sapling and Fir Tree Recovery are the beneficial owners of 7.2% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by 15,000,000, the number of shares of Common Stock issued and outstanding as of June 30, 2005, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(3) dated July 1, 2005. | |||
| (c) | Sapling may direct the vote and disposition of the 709,500 shares of Common Stock. Fir Tree Recovery may direct the vote and disposition of 365,500 shares of Common Stock. | |||
Item 5
|
Ownership of Five Percent or Less of a Class. | |
| Inapplicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
| Fir Tree Master, as the sole member of Sapling, has the right to receive dividends from and the proceeds from the sale of the Common Stock. | ||
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
| Inapplicable. | ||
Item 8
|
Identification and Classification of Members of the Group. | |
| Inapplicable. | ||
Item 9
|
Notice of Dissolution of Group. | |
| Inapplicable. | ||
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 |
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| not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
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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.
Date: July 8, 2005
| SAPLING, LLC | ||||||
| By: | FIR TREE, INC., its Manager | |||||
| By: | /s/ Jeffrey Tannenbaum | |||||
| Name: | Jeffrey Tannenbaum | |||||
| Title: | President | |||||
| FIR TREE RECOVERY MASTER FUND, L.P. | ||||||
| By: | FIR TREE, INC., its Manager | |||||
| By: | /s/ Jeffrey Tannenbaum | |||||
| Name: | Jeffrey Tannenbaum | |||||
| Title: | President | |||||
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Courtside Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 8, 2005.
| SAPLING, LLC | ||||||
| By: | FIR TREE, INC., its Manager | |||||
| By: | /s/ Jeffrey Tannenbaum | |||||
| Name: | Jeffrey Tannenbaum | |||||
| Title: | President | |||||
| FIR TREE RECOVERY MASTER FUND, L.P. | ||||||
| By: | FIR TREE, INC., its Manager | |||||
| By: | /s/ Jeffrey Tannenbaum | |||||
| Name: | Jeffrey Tannenbaum | |||||
| Title: | President | |||||
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