sc13g
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Ellington Financial LLC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
288522303
(CUSIP Number)
December 31, 2010
(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)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
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.
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1. |
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only). Zweig-DiMenna Partners, L.P., Zweig-DiMenna
International Limited, Zweig-DiMenna International Managers, Inc. on behalf of discretionary account |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o |
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(b) o |
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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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Zweig-DiMenna Partners, L.P. New
York, Zweig-DiMenna International Limited British Virgin
Islands, Zweig-DiMenna International Managers, Inc. on behalf of a discretionary account Delaware. |
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5. |
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Sole Voting Power |
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Number of |
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Zweig-DiMenna Partners, L.P.
372,500; Zweig-DiMenna International Limited 609,100; Zweig-DiMenna International Managers, Inc. on behalf of a discretionary account 6,300 |
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Shares |
6. |
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Shared Voting Power |
Beneficially |
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Owned by |
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0 |
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Each |
7. |
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Sole Dispositive Power |
Reporting Person With: |
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Zweig-DiMenna Partners, L.P.
372,500; Zweig-DiMenna International Limited 609,100; Zweig-DiMenna International Managers, Inc. on behalf of a discretionary account 6,300 |
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8. |
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Shared Dispositive Power |
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0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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Zweig-DiMenna Partners, L.P.
372,500; Zweig-DiMenna International Limited 609,100; Zweig-DiMenna International Managers, Inc. on behalf of a discretionary account 6,300 |
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10. |
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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o |
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11. |
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Percent of Class Represented by Amount in Row (9) |
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Zweig-DiMenna Partners, L.P.
2.3%, Zweig-DiMenna International Limited 3.7%, Zweig-DiMenna International Managers, Inc. on behalf of a discretionary account 0.0% |
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12. |
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Type of Reporting Person (See Instructions) |
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Zweig-DiMenna Partners, L.P.
PN Zweig-DiMenna International Limited CO, Zweig-DiMenna
International Managers, Inc. on behalf of a discretionary account CO |
2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting PersonsFurnish the full legal name
of each person for whom the report is filedi.e., each person required to sign the schedule
itselfincluding each member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G below).
(2) If any of the shares beneficially owned by a reporting person are held as a member of a group
and that membership is expressly affirmed, please check row 2(a). If the reporting person
disclaims membership in a group or describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant
to Rule 13d-1(k)(l) in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of OrganizationFurnish citizenship if the named reporting person is a
natural person. Otherwise,
furnish place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person, Etc.Rows (5) through
(9) inclusive, and (11) are to be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the nearest tenth (one place after
decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9) does not include
shares as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 (17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
(12)
Type of Reporting PersonPlease classify each reporting person according to the following
breakdown (see Item 3 of Schedule 13G) and place the appropriate symbol on the form:
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Category |
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Symbol |
Broker Dealer
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BD
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Bank
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BK
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Insurance Company
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IC
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Investment Company
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IV
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Investment Adviser
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IA
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Employee Benefit Plan, Pension Fund,
or Endowment Fund
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EP
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Parent Holding Company/Control Person
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HC
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Savings Association
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SA
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Church Plan
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CP
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Corporation
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CO
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Partnership
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PN
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Individual
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IN
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Other
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OO |
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Notes:
Attach as many copies of the second part of the cover page as are needed, one reporting person
per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules
(Schedule 13D, 13G or 14D-1) by appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a cover page item will result in
the item becoming a part of the schedule and accordingly being considered as filed for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their cover page filing requirements by filing either
completed copies of the blank forms available from the Commission, printed or typed facsimiles, or
computer printed facsimiles, provided the documents filed have identical formats to the forms
prescribed in the Commissions regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the information required to be
supplied by this schedule by certain security holders of certain issuers.
Page 3 of 6 pages
Disclosure of the information specified in this schedule is mandatory, except for I.R.S.
identification numbers, disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record. Therefore, any
information given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a variety of
purposes, including referral to other governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying security holders
and, therefore, in promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for I.R.S.
identification numbers, may result in civil or criminal action against the persons involved for
violation of the Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. |
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Statements filed pursuant to Rule 13d-1(b) containing the information required by this
schedule shall be filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c), 13d-2(b)
and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement pursuant to Rules 13d-1(d)
and 13d-2(b). |
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B. |
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Information contained in a form which is required to be filed by rules under section 13(f)
(15 U.S.C. 78m(f)) for the same calendar year as that covered by a statement on this schedule
may be incorporated by reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of the relevant pages of
such form shall be filed as an exhibit to this schedule. |
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The item numbers and captions of the items shall be included but the text of the items is to
be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage
of the items without referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state. |
Item 1.
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(a) |
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Name of Issuer Ellington Financial LLC |
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(b) |
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Address of Issuers Principal Executive Offices 53 Forest Ave., Old Greenwich, CT 06870 |
Item 2.
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(a) |
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Name of Person Filing See Cover Page 1 |
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(b) |
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Address of Principal Business Office or, if none, Residence |
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For Zweig-DiMenna Partners, L.P. & Zweig-DiMenna
International Managers, Inc. 900 Third Ave New York, NY 10022 |
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For Zweig-DiMenna International Limited
Citi Hedge Fund Services (Ireland). Limited
One North Wall Quay,
Dublin 1, Ireland |
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(c) |
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Citizenship See Cover Page 4 |
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(d) |
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Title of Class of Securities Common Stock |
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(e) |
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CUSIP Number 288522303 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: N/A
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
(e)
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o
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An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E); |
(f)
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o
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An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813); |
(i)
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o
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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); |
Page 4 of 6 pages
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
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: 987,900. |
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(b) |
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Percent of class: 6.0%. |
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(c) |
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Number of shares as to which the person has: |
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Sole power to vote or to direct the vote 987,900. |
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(ii) |
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Shared power to vote or to direct the vote 0. |
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(iii) |
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Sole power to dispose or to direct the disposition of 987,900. |
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(iv) |
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Shared power to dispose or to direct the disposition of 0. |
Instruction. For computations regarding securities which represent a right to acquire an underlying
security see §240.13d-3(d)(1).
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. N/A
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
N/A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under
Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an
exhibit stating the identity of each member of the group. N/A
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A
Item 10. Certification
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(a) |
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1(b): |
Page 5 of 6 pages
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.
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The following certification shall be included if the statement is filed pursuant to
§240.13d-1 (c): |
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 not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
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.
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Feb 8/2011
Date
ZWEIG-DiMENNA INTERNATIONAL LIMITED
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By: |
Zweig-DiMenna International Managers, Inc.,
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Investment Manager |
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By: |
/s/ Joseph A. DiMenna
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Name: |
Joseph A. DiMenna |
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Title: |
Executive Vice President |
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ZWEIG-DiMENNA PARTNERS, L.P.
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By: |
Zweig-DiMenna Associates LLC,
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Managing General Partner |
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By: |
/s/ Joseph A. DiMenna
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Name: |
Joseph A. DiMenna |
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Title: |
Managing Director of Managing General Partner |
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ZWEIG-DiMENNA INTERNATIONAL MANAGERS, INC.
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By: |
/s/ Joseph A. DiMenna
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Name: |
Joseph A. DiMenna |
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Title: |
Executive Vice President |
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The original statement shall be signed by each person on whose behalf the statement is
filed or his authorized representative. If the statement is signed on behalf of a person by his
authorized representative other than an executive officer or general partner of the filing person,
evidence of the representatives authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already
on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)