- Amended Statement of Ownership (SC 13G/A)
February 10 2009 - 5:03AM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
Under the
Securities Exchange Act of 1934
(Amendment
No.1)
Gulfstream International Group,
Inc.
|
(Name of
Issuer)
|
Common Stock, par value $0.01 per
share
|
(Title of Class of
Securities)
|
402738 108
|
(CUSIP
Number)
|
|
(Date of Event Which Requires
Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
_____________
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. 402738 108
|
SCHEDULE
13G
|
Page
2 of 10
|
(1)
Names of reporting persons.
|
Hillson
Partners LP
|
(2)
Check the appropriate box if a member of a group
|
(a)
Not Applicable
|
(see
instructions)
|
(b)
Not Applicable
|
(3)
SEC use only.
|
|
(4)
Citizenship or place of organization.
|
Delaware
|
Number
of shares beneficially owned by each reporting person
with:
|
|
(5)
Sole voting power.
|
0
|
(6)
Shared voting power.
|
189,350
|
(7)
Sole dispositive power.
|
0
|
(8)
Shared dispositive power.
|
189,350
|
(9)
Aggregate amount beneficially owned by each reporting
person.
|
189,350
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions).
|
Not
Applicable
|
(11)
Percent of class represented by amount in Row (9).
|
6.4
%*
|
(12)
Type of reporting person (see instructions).
|
PN
|
*based on
2,959,600 shares of common stock outstanding as of November 14,
2008
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
3 of 10
|
(1)
Names of reporting persons.
|
Hillson
Financial Management, Inc.
|
(2)
Check the appropriate box if a member of a group
|
(a)
Not Applicable
|
(see
instructions)
|
(b)
Not Applicable
|
(3)
SEC use only.
|
|
(4)
Citizenship or place of organization.
|
Maryland
|
Number
of shares beneficially owned by each reporting person
with:
|
|
(5)
Sole voting power.
|
0
|
(6)
Shared voting power.
|
189,350
|
(7)
Sole dispositive power.
|
0
|
(8)
Shared dispositive power.
|
189,350
|
(9)
Aggregate amount beneficially owned by each reporting
person.
|
189,350
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions).
|
Not
Applicable
|
(11)
Percent of class represented by amount in Row (9).
|
6.4%*
|
(12)
Type of reporting person (see instructions).
|
CO
|
*based on
2,959,600 shares of common stock outstanding as of November 14,
2008
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
4 of 10
|
(1)
Names of reporting persons.
|
Hillson
Investments, LLC
|
(2)
Check the appropriate box if a member of a group
|
(a)
Not Applicable
|
(see
instructions)
|
(b)
Not Applicable
|
(3)
SEC use only.
|
|
(4)
Citizenship or place of organization.
|
Maryland
|
Number
of shares beneficially owned by each reporting person
with:
|
|
(5)
Sole voting power.
|
0
|
(6)
Shared voting power.
|
229,350
|
(7)
Sole dispositive power.
|
0
|
(8)
Shared dispositive power.
|
229,350
|
(9)
Aggregate amount beneficially owned by each reporting
person.
|
229,350
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions).
|
Not
Applicable
|
(11)
Percent of class represented by amount in Row (9).
|
7.7%*
|
(12)
Type of reporting person (see instructions).
|
OO
|
*based on
2,959,600 shares of common stock outstanding as of November 14,
2008
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
5 of 10
|
(1)
Names of reporting persons.
|
Daniel
H. Abramowitz
|
(2)
Check the appropriate box if a member of a group
|
(a)
Not Applicable
|
(see
instructions)
|
(b)
Not Applicable
|
(3)
SEC use only.
|
|
(4)
Citizenship or place of organization.
|
USA
|
Number
of shares beneficially owned by each reporting person
with:
|
|
(5)
Sole voting power.
|
2,000
|
(6)
Shared voting power.
|
229,350
|
(7)
Sole dispositive power.
|
2,000
|
(8)
Shared dispositive power.
|
229,350
|
(9)
Aggregate amount beneficially owned by each reporting
person.
|
231,350
|
(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions).
|
Not
Applicable
|
(11)
Percent of class represented by amount in Row (9).
|
7.8%*
|
(12)
Type of reporting person (see instructions).
|
IN
|
*based on
2,959,600 shares of common stock outstanding as of November 14,
2008
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
6 of 10
|
This
Amendment No. 1 (“Amendment No.1”) is being filed jointly by Hillson Partners
LP, Hillson Financial Management, Inc., Hillson Investments, LLC and Daniel H.
Abramowitz (each, a “Reporting Person” and collectively, the “Reporting
Persons”) and amends and restates the Schedule 13G filed by the Reporting
Persons on February 14, 2008.
Item
1.
|
|
|
|
|
|
|
Gulfstream
International Group, Inc
.
|
|
|
|
(b)
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
3201
Griffin Road, 4
th
Floor
Fort Lauderdale, Florida 33312
|
|
|
|
Item
2
.
|
|
|
|
|
(a)
|
Name
of person filing:
|
|
|
|
|
|
Hillson
Partners LP (“Hillson”)
Hillson
Financial Management, Inc. (“HFM”)
Hillson
Investments, LLC (“Investments”)
Daniel
H. Abramowitz (“Abramowitz”)
|
|
|
|
(b)
|
Address
of principal business office or, if none, residence:
|
|
|
|
|
|
110
North Washington Street, Suite 401
Rockville,
Maryland 20850
|
|
|
|
(c)
|
Citizenship:
|
|
|
|
|
|
Hillson
is a Delaware limited partnership.
HFM
is a Maryland corporation.
Investments
is a Maryland limited liability company.
Abramowitz
is a citizen of the United States of America.
|
|
|
|
(d)
|
Title
of class of securities:
|
|
|
|
|
|
Common Stock, par value $0.01 per share, of Gulfstream
International Group, Inc.
|
|
|
|
(e)
|
CUSIP
No.:
|
|
|
|
|
|
402738
108
|
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
7 of 10
|
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:
Not Applicable
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.
(a)
|
Amount beneficially
owned:
|
As of
December 31, 2008, (i) Hillson is the record holder of 154,350 shares, and holds
warrants exercisable for an additional 35,000 shares, of Common Stock, (ii)
Investments is the record holder of 40,000 shares of Common Stock, and (iii)
Abramowitz holds options exercisable for 2,000 shares of Common
Stock. Each of HFM and Investments is a general partner of Hillson
and, as such, may each be deemed to also beneficially own the shares of Common
Stock (including shares exercisable upon the exercise of warrants) held by
Hillson. Abramowitz is the controlling stockholder, the sole director
and the President, of HFM, and is the sole member of Investments and, as such,
may also be deemed to beneficially own the shares of Common Stock (including
shares exercisable upon the exercise of warrants) held by Hillson and
Investments.
Each of
HFM and Investments expressly disclaims beneficial ownership of the shares of
Common Stock (including shares exercisable upon the exercise of warrants) held
by Hillson, and Abromowitz expressly disclaims beneficial ownership of the
shares of Common Stock (including shares exercisable upon the exercise of
warrants) held by Hillson and Investments, in each case except to the extent of
his or its pecuniary interest therein, if any.
See Item
11 of each cover page and Item 4(a) above.
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
8 of 10
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i) Sole
power to vote or to direct the vote:
|
|
|
|
|
|
See Item 5 of
each cover page.
|
|
|
|
|
|
(ii) Shared
power to vote or to direct the vote:
|
|
|
|
|
|
See Item 6 of
each cover page.
|
|
|
|
|
|
(iii)
Sole power to dispose or to direct the disposition of:
|
|
|
|
|
|
See Item 7 of
each cover page.
|
|
|
|
|
|
(iv) Shared
power to dispose or to direct the disposition of:
|
|
|
|
|
|
See Item 8 of
each cover page.
|
|
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
|
|
Not Applicable
|
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
Not Applicable
|
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
9 of 10
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person. If a parent
holding company or control person has filed this schedule pursuant to
Rule 13d-1(b)(1)(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 or control person 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.
|
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 Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the
group.
|
|
This
Schedule is being filed as a joint statement pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)
by each of the Reporting Persons. While the Reporting Persons
may be deemed to be a “group” for purposes of Section 13(d)(3) of the
Exchange Act, each of the Reporting Persons hereby disclaims the existence
and membership in a “group” and disclaims beneficial ownership of shares
of Common Stock beneficially owner by all other Reporting
Persons.
|
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.
|
|
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.
|
CUSIP
No. 402738 108
|
SCHEDULE
13G
|
Page
10 of 10
|
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.
Dated: February
9, 2009
HILLSON
PARTNERS LP
|
HILLSON
FINANCIAL MANAGEMENT, INC.
|
HILLSON
INVESTMENTS, LLC
|
By:
|
/s/ Daniel H.
Abramowitz
|
|
|
Daniel
H. Abramowitz
|
|
|
Authorized
signatory
|
|
/s/ Daniel H.Abramowitz
|
|
Daniel H. Abramowitz
|
|
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