UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
(Name of Issuer)
CAPSTEAD MORTGAGE CORPORATION
Common stock, par value $0.001 per share
(Title of Class of Securities)
14067E506
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ 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 (“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.: 14067E506
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Wolverine Asset Management, LLC
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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|||
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||||
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6
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SHARED VOTING POWER
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5,371,961
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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5,371,961
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,371,961
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3% * (see Item 4)
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12
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TYPE OF REPORTING PERSON
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IA
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CUSIP No.: 14067E506
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Wolverine Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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5,376,268
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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5,376,268
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,376,268
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%* (see Item 4)
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12
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TYPE OF REPORTING PERSON
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HC
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CUSIP No.: 14067E506
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Wolverine Trading Partners, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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5,376,268
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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5,376,268
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,376,268
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%* (see Item 4)
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12
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TYPE OF REPORTING PERSON
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CO/HC
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CUSIP No.: 14067E506
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Christopher L. Gust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US Citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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5,376,268
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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5,376,268
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,376,268
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|
|||
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
|
||
|
☐
|
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|
|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%* (see Item 4)
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12
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TYPE OF REPORTING PERSON
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IN/HC
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CUSIP No.: 14067E506
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1
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NAME OF REPORTING PERSON
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Robert R. Bellick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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US Citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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|||
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||||
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6
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SHARED VOTING POWER
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5,376,268
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||||
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7
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SOLE DISPOSITIVE POWER
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||||
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8
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SHARED DISPOSITIVE POWER
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5,376,268
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|||
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||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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5,376,268
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|
|||
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||||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
|
☐
|
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|
|||
|
|
|
||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%* (see Item 4)
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|||
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||||
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12
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TYPE OF REPORTING PERSON
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IN/HC
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|||
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CUSIP No.: 14067E506
| ITEM 1(a). |
NAME OF ISSUER:
|
CAPSTEAD MORTGAGE CORPORATION
| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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8401 North Central Expressway
Suite 800
Dallas, TX 75225
| ITEM 2(a). |
NAME OF PERSON FILING:
|
Wolverine Asset Management, LLC
Wolverine Holdings, L.P.
Wolverine Trading Partners, Inc.
Christopher L. Gust
Robert R. Bellick
| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
c/o Wolverine Asset Management, LLC
175 West Jackson Blvd., Suite 340
Chicago, IL 60604
| ITEM 2(c). |
CITIZENSHIP:
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Wolverine Asset Management, LLC – Illinois
Wolverine Holdings, L.P. – Illinois
Wolverine Trading Partners, Inc. – Illinois
Christopher L. Gust – US Citizen
Robert R. Bellick – US Citizen
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
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Common stock, par value $0.001 per share
| ITEM 2(e). |
CUSIP NUMBER:
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14067E506
| ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
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(a)
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☐ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
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(b)
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☐ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
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(e)
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☒ |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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☐ |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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☒ |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
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(i)
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☐ |
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 (15 U.S.C.
80a-3);
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(j)
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☐ |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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| ITEM 4. |
OWNERSHIP:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially owned:
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Wolverine Asset Management, LLC (“WAM”) is an investment manager and has voting and dispositive power over 5,371,961 shares of the common stock of the
Issuer. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). In addition to shares deemed beneficially owned by WAM, Wolverine Holdings may be deemed to be the beneficial owner of (i) 2,707 shares of common stock
of the Issuer plus (ii) 1,600 shares of common stock receivable upon exercise of options of the Issuer held by affiliates other than WAM as of December 31, 2018. Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading
Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.
| (b) |
Percent of class:
|
6.3%
WAM may be deemed the beneficial owner of 6.3% of the Issuer’s outstanding shares of common stock, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr.
Gust may be deemed the beneficial owner of 6.3% of the Issuer’s outstanding shares of common stock. Percentages were calculated by dividing the number of shares deemed beneficially owned by each reporting person by the sum of (i) 85,277,000 (the
number of shares of common stock outstanding as of December 31, 2018, as reported in the Issuer’s most recent Form 8-K filed on January 30, 2019) and (ii) 1,600 (the number of shares of common stock receivable upon exercise of options of the Issuer
held by affiliates other than WAM).
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(c)
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Number of shares as to which the person has:
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| (i) |
Sole power to vote or to direct the vote:
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0
| (ii) |
Shared power to vote or to direct the vote:
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WAM has shared power to vote or direct the vote of 5,371,961 shares of the common stock of the Issuer, and each of Wolverine Holdings,
WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of 5,376,268 shares of the common stock of the Issuer, in each case as set forth in
Item 4(a) above.
| (iii) |
Sole power to dispose or to direct the disposition of:
|
0
| (iv) |
Shared power to dispose or to direct the disposition of:
|
WAM has shared power to dispose or to direct the disposition of 5,371,961 shares of the common stock of the Issuer, and each of
Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to dispose or to direct the disposition of 5,376,268 shares of the common stock of the
Issuer, in each case as set forth in Item 4(a) above.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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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 .
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from the sale of, the shares of
common stock covered by this statement that may be deemed to be beneficially owned by WAM.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
|
See Item 4(a) above.
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
|
Not applicable.
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
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Not applicable.
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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 or with the effect of changing or influencing 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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: February 13, 2019
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Wolverine Asset Management, LLC
|
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/s/ Kenneth L. Nadel
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Signature
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Kenneth L. Nadel, Chief Operating Officer
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Name/Title
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Wolverine Holdings, L.P.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Managing Director
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Name/Title
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Wolverine Trading Partners, Inc.
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/s/Christopher L. Gust
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Signature
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Christopher L. Gust, Authorized Signatory
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Name/Title
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/s/Christopher L. Gust
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Christopher L. Gust
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/s/ Robert R. Bellick
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Robert R. Bellick
|
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).