Sec Form 4 Filing - Polar Asset Management Partners Inc. @ Constellation Alpha Capital Corp. - 2019-03-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Polar Asset Management Partners Inc.
2. Issuer Name and Ticker or Trading Symbol
Constellation Alpha Capital Corp. [ CNAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
401 BAY STREET, SUITE 1900, P.O. BOX 19
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2019
(Street)
TORONTO, A6M5H 2Y4
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary shares 03/21/2019 J( 1 ) 3,144,759 D $ 10.35 0 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Polar Asset Management Partners Inc.
401 BAY STREET
SUITE 1900, P.O. BOX 19
TORONTO, A6M5H 2Y4
X
Signatures
/s/ POLAR ASSET MANAGEMENT PARTNERS INC., by Greg Lemaich, General Counsel 03/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 21, 2019, Constellation Alpha Capital Corp. (the "Issuer") held a special meeting of shareholders (the "Meeting"), as described in the Issuer's Current Report on 8-K filed with the SEC on March 25, 2019. At the Meeting, the stockholders approved an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association, extending the date by which the Issuer must consummate its initial business combination (the "Extension Amendment Proposal"). In connection with the approval of the Extension Amendment Proposal, the Reporting Person (as defined below) redeemed all ordinary shares of the Issuer held by the Polar Vehicles (as defined below) at a redemption price of approximately $10.35 per ordinary share, as reported in the Issuer's Schedule 14A Proxy Statement filed with the SEC on March 15, 2019.
( 2 )Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, (the "Reporting Person") serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") and certain managed accounts (together with PMSMF, the "Polar Vehicles") and has sole voting and investment discretion with respect to the securities reported herein which are held by the Polar Vehicles. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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