As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), is no longer the beneficial owner of any shares of the Company’s Common Stock. Consequently, Millennium Management LLC and Israel A. Englander are no longer deemed to be beneficial owners of any of the Company’s Common Stock formerly owned by Integrated Core Strategies.
Note: As of the date of this filing, Integrated Core Strategies holds 1,698,988 warrants. Each warrant will entitle the holder to purchase one share of the Company’s Common Stock at a price of $6.00 ("Warrant"). Each Warrant will become exercisable upon the Company’s completion of a business combination. However, the Warrants will not be exercisable unless, at the time of exercise, a registration statement is effective which includes a current prospectus relating to the Common Stock issuable upon exercise of the Warrants and the Common Stock underlying the Warrants has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holders of the Warrants. The Warrants will expire on March 27, 2011, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable.
As of the date of this filing, Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), is no longer the beneficial owner of any shares of the Company’s Common Stock. Consequently, neither Millennium International Management LP nor Millennium International Management GP LLC are deemed to be beneficial owners of any of the Company’s Common Stock. In addition, Millennium Management LLC and Israel A. Englander are no longer deemed to be beneficial owners of any of the Company’s Common Stock formerly owned by Cognizant Holdings.
As of the date of this filing, Millenco LLC, a Delaware limited liability company ("Millenco"), is the beneficial owner of 133,300 shares of the Company’s Common Stock.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. Consequently, Mr. Englander may be deemed to be the beneficial owner of any securities owned by Millenco. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millenco.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
802501106
|
SCHEDULE 13G
|
Page
|
|
12
|
|
of
|
|
15
|
(b) Percent of Class:
0.8% (see Item 4(a) above), which percentage was calculated based on 16,038,125 shares of Common Stock outstanding as of March 13, 2009, as per the Company’s Form 10-K dated April 2, 2009.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
133,300 (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
133,300 (See Item 4(a))
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
þ
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
802501106
|
SCHEDULE 13G
|
Page
|
|
13
|
|
of
|
|
15
|
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of May 21, 2009, by and among Integrated Core Strategies (US) LLC, Cognizant Holdings, Ltd., Millenco LLC, Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
802501106
|
SCHEDULE 13G
|
Page
|
|
14
|
|
of
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNATURE
|
|
|
|
|
|
|
|
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: May 21, 2009
|
|
|
|
|
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner
|
|
By: /s/ David Nolan
|
Name: David Nolan
Title: Co-President
|
|
COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP,
as investment manager
|
|
By: /s/ David Nolan
|
Name: David Nolan
Title: Co-President
|
|
MILLENCO LLC
|
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Executive Officer
|
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
|
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
|
|
By: /s/David Nolan
|
Name: David Nolan
Title: Executive Vice President
|
|
MILLENNIUM MANAGEMENT
LLC
|
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
|
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
|
Israel
A.
Englander
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP
No.
|
|
802501106
|
SCHEDULE 13G
|
Page
|
|
15
|
|
of
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOINT
FILING AGREEMENT
|
|
|
|
|
|
|
|
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Santa Monica Media Corporation, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 21, 2009
|
|
|
|
|
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner
|
|
By: /s/ David Nolan
|
Name: David Nolan
Title: Co-President
|
|
COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP,
as investment manager
|
|
By: /s/ David Nolan
|
Name: David Nolan
Title: Co-President
|
|
MILLENCO LLC
|
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Executive Officer
|
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
|
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
|
|
By: /s/David Nolan
|
Name: David Nolan
Title: Executive Vice President
|
|
MILLENNIUM MANAGEMENT
LLC
|
|
By: /s/David Nolan
|
Name: David Nolan
Title: Co-President
|
|
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
|
Israel
A. Englander
|