CUSIP No.: 52170U108
...............................................................................
1. Names of Reporting Persons
Interlachen Capital Group LP
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
Delaware
...............................................................................
Number of 5. Sole Voting Power -0-
Shares ................................................................
Beneficially 6. Shared Voting Power 500,000
Owned by Each ................................................................
Reporting 7. Sole Dispositive Power -0-
Person With
...............................................................................
8. Shared Dispositive Power 500,000
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
2.55%
...............................................................................
12. Type of Reporting Person:
IA
SCHEDULE 13G/A
CUSIP No.: 52170U108
...............................................................................
1. Names of Reporting Persons
Andrew E. Fraley
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
United States
...............................................................................
Number of 5. Sole Voting Power -0-
Shares ................................................................
Beneficially 6. Shared Voting Power 500,000
Owned by Each ................................................................
Reporting 7. Sole Dispositive Power -0-
Person With
...............................................................................
8. Shared Dispositive Power 500,000
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
2.55%
...............................................................................
12. Type of Reporting Person:
IN
SCHEDULE 13G/A
CUSIP No.: 52170U108
...............................................................................
1. Names of Reporting Persons
Jonathan D. Havice
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
United States
...............................................................................
Number of 5. Sole Voting Power -0-
Shares ................................................................
Beneficially 6. Shared Voting Power 500,000
Owned by Each ................................................................
Reporting 7. Sole Dispositive Power -0-
Person With
...............................................................................
8. Shared Dispositive Power 500,000
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
2.55%
...............................................................................
12. Type of Reporting Person:
IN
SCHEDULE 13G/A
CUSIP No.: 52170U108
Item 1(a). Name of Issuer:
Leading Brands, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
Suite 1800 - 1500 West Georgia Street
Vancouver, British Columbia V6G 2Z6 Canada
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Interlachen Capital Group LP ("Interlachen");
(ii) Andrew E. Fraley; and
(iii) Jonathan D. Havice.
As the investment manager of Investcorp Interlachen Multi-Strategy
Master Fund Limited, which directly owns the 500,000 Shares (as
defined herein) reported herein, Interlachen exercises the power to
vote or direct the voting, and to dispose or direct the
disposition, of 500,000 Shares. By virtue of Mr. Fraley's and Mr.
Havice's positions as the managing members of the general partner
of Interlachen, both Messrs. Fraley and Havice are deemed to have
shared voting power and shared dispositive power with respect to
all Shares as to which Interlachen has voting power or dispositive
power. Accordingly, the Reporting Persons are deemed to have
shared voting and shared dispositive power with respect to 500,000
Shares. Messrs. Fraley and Havice expressly disclaim beneficial
ownership of the Shares reported herein.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Interlachen
and Messrs. Fraley and Havice is 800 Nicollet Mall, Suite 2500,
Minneapolis, Minnesota 55402.
Item 2(c). Citizenship:
Interlachen is a Delaware limited partnership. Messrs. Fraley and
Havice are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, no par value (the "Shares")
Item 2(e). CUSIP Number:
52170U108
Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: 500,000*
(b) Percent of Class: 2.55%**
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 500,000
(iii) Sole power to dispose or direct the
disposition of: -0-
(iv) Shared power to dispose or direct the
disposition of: 500,000
* The Shares reported herein relate solely to warrants held by the
Reporting Persons, as of the close of business on December 31,
2009, to purchase 500,000 Shares at an exercise price of $3.95 per
Share (the "Warrants"). The Warrants are exercisable until
February 9, 2013.
** The Shares reported herein constitute approximately 2.55% of the
Shares outstanding. Such percentage is based upon 19,616,374
Shares outstanding, which is the total number of Shares outstanding
as reported in the Issuer's report for the period ended November
30, 2009 included with the Issuer's Form 6-K filed with the
Securities and Exchange Commission on January 12, 2010. Such total
number of Shares outstanding does not take into account the
Issuer's reverse stock split that, as disclosed in the Issuer's
Form 6-K filed with the Securities and Exchange Commission on
February 3, 2010, took effect February 2, 2010 and converted five
existing Shares into one new Share.
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 [X].
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:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of their 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.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: February 12, 2010 INTERLACHEN CAPITAL GROUP LP
By: /s/ Andrew E. Fraley
--------------------------------
Name: Andrew E. Fraley
Title: Managing Partner
/s/ Andrew E. Fraley
-----------------------------------
Andrew E. Fraley
/s/ Andrew E. Fraley
-----------------------------------
Andrew E. Fraley, as Attorney-in-Fact for
Jonathan D. Havice pursuant to the Power of
Attorney attached as Exhibit B to the
Reporting Persons' Schedule 13D filed with
the Securities and Exchange Commission on
December 17, 2007 and incorporated herein by
reference
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