LaBranche & Co Inc | ||
(Name of Issuer) | ||
Common Stock | ||
(Title of Class of Securities) | ||
505447102 | ||
(CUSIP Number) |
John C. Rudolf
Summit Capital Management LLC
600 University Street, Suite 2304
Seattle WA 98101
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||
(Name, Address and Telephone Number of Person Authorized to Receieve Notices and Communications) |
April 01, 2011 | ||
(Date of Event which Requires Filing of this Statement) |
CUSIP No.: 505447102 |
1. |
NAME OF REPORTING PERSON:
Summit Capital Management LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
o (a)
o (b)
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||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS:
AF
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
2,787,300
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||
9. |
SOLE DISPOSITIVE POWER
0
|
||
10. |
SHARED DISPOSITIVE POWER
2,787,300
|
||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,300
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14. |
TYPE OF REPORTING PERSON
IA
|
CUSIP No.: 505447102 |
1. |
NAME OF REPORTING PERSON:
Summit Special Situations Fund GP LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
o (a)
o (b)
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS:
AF
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
2,331,100
|
||
9. |
SOLE DISPOSITIVE POWER
0
|
||
10. |
SHARED DISPOSITIVE POWER
2,331,100
|
||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,331,100
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14. |
TYPE OF REPORTING PERSON
00
|
CUSIP No.: 505447102 |
1. |
NAME OF REPORTING PERSON:
Summit Special Situations Fund LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
o (a)
o (b)
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS:
WC
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
2,016,100
|
||
9. |
SOLE DISPOSITIVE POWER
0
|
||
10. |
SHARED DISPOSITIVE POWER
2,016,100
|
||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,100
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14. |
TYPE OF REPORTING PERSON
PN
|
CUSIP No.: 505447102 |
1. |
NAME OF REPORTING PERSON:
Summit World Partners Fund LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
o (a)
o (b)
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS:
WC
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
315,000
|
||
9. |
SOLE DISPOSITIVE POWER
0
|
||
10. |
SHARED DISPOSITIVE POWER
315,000
|
||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,000
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
||
14. |
TYPE OF REPORTING PERSON
PN
|
CUSIP No.: 505447102 |
1. |
NAME OF REPORTING PERSON:
Rudolf
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
o (a)
o (b)
|
||
3. | SEC USE ONLY | ||
4. |
SOURCE OF FUNDS:
AF
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
2,787,300
|
||
9. |
SOLE DISPOSITIVE POWER
0
|
||
10. |
SHARED DISPOSITIVE POWER
2,787,300
|
||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,300
|
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
|
||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP No.: 505447102 |
ITEM 1. |
SECURITY AND ISSUER:
LaBranche & Co Inc
33 Whitehall Street
New York NY 10004
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ITEM 2. |
|
ITEM 2(a).
|
NAME:
Summit Capital Management LLC is filing this Statement on Schedule 13D with respect to the Common Stock of LaBranche & Co Inc.
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ITEM 2(b).
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RESIDENCE OR BUSINESS ADDRESS:
|
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The address of the principal business and/or principal office of Summit Capital Management LLC, Summit Special Situations Fund LP, Summit World Partners Fund LP, and Rudolf is 600 University Street, Suite 2304, Seattle, WA 98101.
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ITEM 2(c).
|
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Rudolf is Managing Member of Summit Special Situations GP LLC and President of Summit Capital Management LLC. Summit Special Situations GP LLC is the general partner of Summit Special Situations Fund LP and Summit World Partners Fund LP. Rudolf owns a controlling interest in Summit Special Situations Fund LP and Summit Capital Management LLC. Summit Special Situations Fund LP and Summit World Partners Fund LP purchase, hold and sell securities and other investment products. Summit Capital Management is the investment advisor to Summit Special Situations GP LLC, the general partner of Summit Special Situations Fund LP and Summit World Partners Fund LP.
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ITEM 2(d).
|
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During the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Person’s knowledge, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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ITEM 2(e).
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During the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Person’s knowledge, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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ITEM 2(f).
|
CITIZENSHIP:
|
Summit Capital Management LLC, Summit Special Situations GP LLC, Summit Special Situations Fund LP and Summit World Partners Fund LP are each organized under the laws of Washington. Rudolf is a citizen of the United States of America.
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CUSIP No.: 505447102 |
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
|
Summit Capital Management LLC, Summit Special Situations GP LLC, Summit Special Situations Fund LP and Summit World Partners Fund LP and Rudolf utilized available cash assets in the aggregate amount of approximately $9.7 million to acquire beneficial ownership of the 2,787,300 shares of Common Stock of the Company reported herein. Funds for the purchase of the Common Stock of the Company were derived from general working capital. For purposes of Summit Capital Management LLC, Summit Special Situations GP LLC, Summit Special Situations Fund LP and Summit World Partners Fund LP and Rudolf, “general working capital” includes cash on hand and margin account and other borrowings made in the ordinary course of business.
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ITEM 4.
|
PURPOSE OF TRANSACTION:
The Reporting Persons purchased the shares of Common Stock of the Company solely for investment purposes. At the present time, the Reporting Persons are attempting to influence management’s decision regarding the pending merger. See letter attached as Exhibit II.
The Reporting Persons will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Company’s Common Stock, the Company’s operations, assets, prospects, and business development, the Company’s management, Company-related competitive and strategic matters, general economic, financial market and industry conditions, as well as other investment considerations. The Reporting Persons may discuss their investment in the Company and the foregoing investment considerations with other stockholders, management, the Board of Directors, existing or potential strategic partners or competitors of the Company, other investors, industry analysts and others. These considerations, these discussions and other factors may result in the Reporting Persons' consideration of alternatives to increase stockholder value, including, without limitation, maintenance of the Company as a stand-alone entity, a sale of the Company to an appropriate buyer, a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries, or a change in the present Board of Directors and/or management of the Company. In addition, the Reporting Persons may acquire additional Company securities or may determine to sell, trade or otherwise dispose of all or some holdings in the Company in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests. There is no assurance that the Reporting Persons will develop any plans or proposals with respect to any of the alternatives mentioned above.
Except as set forth herein, the Reporting Persons have no present plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.
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CUSIP No.: 505447102 |
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER:
|
ITEM 5(a). |
(1) Reporting Persons
Number of shares: 2,787,300
Percentage of shares: 6.80%
(2) Summit Capital Management LLC
Number of shares: 2,787,300
Percentage of shares: 6.80% |
(3) Summit Special Situations Fund GP LLC
Number of shares: 2,331,100
Percentage of shares: 5.70%
(4) Summit Special Situations Fund LP
Number of shares: 2,016,100
Percentage of shares: 4.90%
(5) Summit World Partners Fund LP
Number of shares: 315,000
Percentage of shares: 0.80%
(6) Rudolf
Number of shares: 2,787,300
Percentage of shares: 6.80%
Percentages based on 40,932,000 outstanding shares of Common Stock of the Company, as reported in the Company’s Form 10-K, filed with the Securities and Exchange Commission on March 16, 2011.
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CUSIP No.: 505447102 |
ITEM 5(b).
|
(1) Summit Capital Management LLC
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,787,300 shares
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,787,300 shares
(2) Summit Special Situations Fund GP LLC
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,331,100 shares
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,331,100 shares
(3) Summit Special Situations Fund LP
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,016,100 shares
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,016,100 shares
(4) Summit World Partners Fund LP Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 315,000 shares
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 315,000 shares
|
(5) Rudolf
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,787,300 shares
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,787,300 shares
Summit Capital Management LLC is the investment advisor of Summit Special Situations GP LLC. Summit Special Situations GP LLC is the general partner of Summit Special Situations Fund LP and Summit World Partners Fund LP. Rudolf is the Managing Member of Summit Special Situations GP LLC and the President of Summit Capital Management LLC.
|
CUSIP No.: 505447102 |
ITEM 5(c). |
|
Date
|
Buy / Sell
|
Buyer / Seller
|
No of Shares
|
Price per share
|
||||||||
2/1/2011
|
SELL
|
Rudolf
|
13700 | 3.8027 | ||||||||
2/7/2011
|
SELL
|
Rudolf
|
2200 | 3.8309 | ||||||||
2/8/2011
|
SELL
|
Rudolf
|
2935 | 3.84 | ||||||||
2/9/2011
|
SELL
|
Summit Capital Management LLC
|
5500 | 4.0012 | ||||||||
2/9/2011
|
SELL
|
Rudolf
|
4400 | 3.85 | ||||||||
2/10/2011
|
SELL
|
Summit Capital Management LLC
|
5000 | 4.0223 | ||||||||
2/11/2011
|
SELL
|
Summit Capital Management LLC
|
15000 | 4.0367 | ||||||||
2/16/2011
|
SELL
|
Summit Capital Management LLC
|
3000 | 4.06 | ||||||||
2/17/2011
|
SELL
|
Summit Capital Management LLC
|
16000 | 4.2895 | ||||||||
2/22/2011
|
SELL
|
Summit Capital Management LLC
|
18000 | 4.241 | ||||||||
2/28/2011
|
SELL
|
Summit Capital Management LLC
|
500 | 4.23 | ||||||||
3/10/2011
|
SELL
|
Summit Capital Management LLC
|
10200 | 4.01 | ||||||||
3/11/2011
|
SELL
|
Summit Capital Management LLC
|
1610 | 4.0094 | ||||||||
3/14/2011
|
SELL
|
Summit Capital Management LLC
|
100 | 4 | ||||||||
3/15/2011
|
SELL
|
Summit Capital Management LLC
|
23090 | 3.9142 | ||||||||
3/22/2011
|
BUY
|
Summit World Partners Fund LP
|
17685 | 3.7727 | ||||||||
3/23/2011
|
BUY
|
Rudolf
|
10000 | 3.7461 | ||||||||
3/23/2011
|
BUY
|
Summit World Partners Fund LP
|
2315 | 3.7461 | ||||||||
3/25/2011
|
SELL
|
Summit Capital Management LLC
|
29000 | 4.0626 | ||||||||
4/13/2011
|
SELL
|
Summit Capital Management LLC
|
10000 | 4.1275 |
ITEM 5(d). |
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by the Reporting Persons.
|
ITEM 5(e). |
|
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:
Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Company.
|
ITEM 7. |
MATERIALS TO BE FILES AS EXHIBITS:
Joint Filing Agreement by and among the Reporting Persons.
|
SUMMIT CAPITAL MANAGEMENT LLC | |||
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | |||
President |
SUMMIT SPECIAL SITUATIONS FUND GP LLC | |||
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | |||
Managing Member |
SUMMIT SPECIAL SITUATIONS FUND LP | |||
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | |||
Managing Member |
SUMMIT WORLD PARTNERS FUND LP | |||
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | |||
Managing Member |
John C. Rudolf | |||
Date: April 14, 2011
|
By:
|
/s/ John C. Rudolf | |
John C. Rudolf |
CUSIP No.: 505447102 |
SUMMIT CAPITAL MANAGEMENT, LLC | ||
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | ||
President |
SUMMIT SPECIAL SITUATIONS GP, LLC | ||
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | ||
Managing Member |
SUMMIT SPECIAL SITUATIONS FUND, LP | ||
By: | Summit Special Situations GP, LLC | |
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | ||
Managing Member |
SUMMIT WORLD PARTNERS FUND, LP | ||
By: | Summit Special Situations GP, LLC | |
By:
|
/s/ John C. Rudolf | |
John C. Rudolf | ||
Managing Member |
By:
|
/s/ John C. Rudolf | |
John C. Rudolf |
CUSIP No.: 505447102 |