UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Fiber
Net
Telecom Group
,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
315653402
(CUSIP
Number)
December
31, 2008
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[
X
] Rule 13d-1(b)
[
X
] 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).
Potential
persons who are to 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.
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Aaron Braun
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
1,138,463
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
1,138,463
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,138,463
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
1
5
.
3
%
12. Type
of Reporting Person (See Instructions)
IN, HC
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
WC Capital Management, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3. SEC
Use Only
4. Citizenship
or Place of Organization
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
0
|
6. Shared Voting Power
1,138,463
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
1,138,463
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,138,463
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
1
5
.
3
%
12. Type
of Reporting Person (See Instructions)
OO, IA
1. Names
of Reporting Persons.
Willow Creek Capital Partners, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ___
X
__
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
779,749
|
7. Sole Dispositive Power
0
|
8. Shared Dispositive Power
779,749
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
779,749
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
______
11. Percent
of Class Represented by Amount in Row (9)
10.5%
12. Type
of Reporting Person (See Instructions)
PN
________
________
Item
1.
(a) Name
of Issuer
Fiber
Net Telecom Group
,
Inc.
(b) Address
of Issuer's Principal Executive Offices
220 West 42nd Street, New York, NY 10036
Item
2.
|
(a)
|
The names of the persons filing this statement are:
Aaron Braun
|
WC
Capital Management, LLC
('WC')
Willow Creek Capital Partners, L.P. (the Partnership)
(collectively,
the "Filers\").
(b) The
principal business office of the Filers is located at:
300 Drakes Landing Boulevard, Suite 230, Greenbrae, CA 94904
(c) For
citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This
statement relates to shares of
Common Stock
of the Issuer (the 'Stock').
(e) The
CUSIP number of the Issuer is:
315653402
Item
3. If this statement is filed pursuant to rule 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 Act (15
U.S.C. 78o).
(b) [
] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [
] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [
] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [
x ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E) (as to WC)
(f) [
] An employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F).
(g) [
] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) [
] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [
] 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).
(j) [
] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
(k) [
] Group, in accordance with Rule13d-1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution
_______________________________________________________________.
Item
4. Ownership.
See
Items 5-9 and 11 of the cover page for each Filer.
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 [ ].
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
WC
is an investment adviser whose clients have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Stock. No individual
client's holdings of the Stock, other than those of the Partnership, are more than five
percent of the outstanding Stock. Mr. Braun is the manager and controlling owner of WC.
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.
The
Filers are filing this Schedule 13G jointly, but not as a group, and each of them expressly
disclaims membership in a group within the meaning of rule 13d-5(b)(1) under the Securities
Exchange Act of 1934, as amended. Each of WC and Mr. Braun disclaims beneficial ownership
of these securities except to the extent of that persons pecuniary interest therein.
In addition, the filing of this Schedule 13G on behalf of the Partnership should not be
construed as an admission that it is, and it disclaims that it is, the beneficial owner, as
defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification.
Certification
of WC:
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.
Certification
of Mr. Braun and the Partnership:
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.
Exhibits
Joint
Filing Agreement
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
16, 2009
WC CAPITAL MANAGEMENT, LLC
By: Aaron H. Braun, Manager
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Aaron H. Braun
|
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WILLOW CREEK CAPITAL PARTNERS, L.P.
By: WC Capital Management, LLC
General Partner
By: Aaron H. Braun, Manager
|
WILLOW CREEK
SHORT BIASED 30/130 FUND
, L.P.
By: WC Capital Management, LLC
General Partner
By:
Aaron H. Braun, Manager
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EXHIBIT
A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC")
any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements
thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended,
in connection with purchases by the undersigned of the securities of any issuer. For that
purpose, the undersigned hereby constitute and appoint WC Capital Management, LLC, a
California limited liability company, as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to prepare or cause to
be prepared, sign, file with the SEC and furnish to any other person all certificates,
instruments, agreements and documents necessary to comply with section 13(d) and section
16(a) of the Securities Exchange Act of 1934, as amended, in connection with said
purchases, and to do and perform every act necessary and proper to be done incident to the
exercise of the foregoing power, as fully as the undersigned might or could do if
personally present.
Dated: February
16, 2009
WC CAPITAL MANAGEMENT, LLC
By: Aaron H. Braun, Manager
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Aaron H. Braun
|
|
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WILLOW CREEK CAPITAL PARTNERS, L.P.
By: WC Capital Management, LLC
General Partner
By: Aaron H. Braun, Manager
|
WILLOW CREEK
SHORT BIASED 30/130 FUND
, L.P.
By: WC Capital Management, LLC
General Partner
By:
Aaron H. Braun, Manager
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Q:EDGAR
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