<SEQUENCE>1
<FILENAME>cpst_sc13g.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Capstone Turbine Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
14067D409
(CUSIP Number)
December 31, 2016
(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)
[ ] 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).
Page 1 of 8 Pages
<Page>
CUSIP No. 14067D409 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
3,828,686 shares of Common Stock (including 2,639,408
shares of Common Stock issuable upon exercise of
warrants) (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,828,686 shares of Common Stock (including 2,639,408
shares of Common Stock issuable upon exercise of
warrants) (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,828,686 shares of Common Stock (including 2,639,408 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
PN
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* As more fully described in Item 4, these shares of Common Stock include
shares of Common Stock issuable upon exercise of warrants that are subject to
a 9.99% blocker and the percentage set forth on row (11) and the number of
shares of Common Stock set forth on rows (6), (8) and (9) give effect to such
blocker.
CUSIP No. 14067D409 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
3,828,686 shares of Common Stock (including 2,639,408
shares of Common Stock issuable upon exercise of
warrants) (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,828,686 shares of Common Stock (including 2,639,408
shares of Common Stock issuable upon exercise of
warrants) (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,793,293 shares of Common Stock (including 2,639,408 shares of
Common Stock issuable upon exercise of warrants) (see Item 4)*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, these shares of Common Stock include
shares of Common Stock issuable upon exercise of warrants that are subject to
a 9.99% blocker and the percentage set forth on row (11) and the number of
shares of Common Stock set forth on rows (6), (8) and (9) give effect to such
blocker.
CUSIP No. 14067D409 13G Page 4 of 8 Pages
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Item 1.
(a) Name of Issuer
Capstone Turbine Corporation, a Delaware company (the "Company")
(b) Address of Issuer's Principal Executive Offices
21211 Nordhoff Street
Chatsworth, California 91311
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P.
(the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"),
who are collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the
Reporting Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference
for each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
14067D409
CUSIP No. 14067D409 13G Page 5 of 8 Pages
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Item 3. If this statement is filed pursuant to ss.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 ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.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 Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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
The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2016 filed with the Securities and Exchange Commission on
November 9, 2016, discloses that the total number of outstanding shares of
Common Stock as of October 31, 2016 was 35,685,784. The percentage set forth
on Row (11) and number of shares of Common Stock set forth on rows (6), (8)
and (9) of the cover page for each Reporting Person are based on the Company's
total number of outstanding shares of Common Stock and assume the exercise of
warrants held by Hudson Bay Master Fund Ltd. (the "Securities") subject to the
9.99% Blocker (as defined below).
Pursuant to the terms of the Securities, the Reporting Persons cannot exercise
the Securities if the Reporting Persons would beneficially own, after such
exercise, more than 9.99% of the outstanding shares of Common Stock (the
"9.99% Blocker") and the percentage set forth on Row (11) and the number of
shares of Common Stock set forth on rows (6), (8) and (9) of the cover page
for each Reporting Person give effect to the 9.99% Blocker. Consequently, at
this time, the Reporting Persons are not able to exercise all of the Securities
due to the 9.99% Blocker.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the securities reported herein are held, may
be deemed to be the beneficial owner of all shares of Common Stock held by
Hudson Bay Master Fund Ltd. and all shares of Common Stock, subject to the
9.99% Blocker, underlying the Securities held by Hudson Bay Master Fund Ltd.
Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which
is the general partner of the Investment Manager. Mr. Gerber disclaims
beneficial ownership of these securities.
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
See Item 4.
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.
CUSIP No. 14067D409 13G Page 6 of 8 Pages
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Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its 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.
CUSIP No. 14067D409 13G Page 7 of 8 Pages
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SIGNATURES
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: January 30, 2017
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 14067D409 13G Page 8 of 8 Pages
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he or it knows
or has reason to believe that such information is inaccurate.
Dated: January 30, 2017
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER