| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No.2)* | |
|
Net Element International, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
64111R102 | |
| (CUSIP Number) | |
|
December 31, 2012 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*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).
| CUSIP No. 64111R102 | 13G/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Polar Securities Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER Warrants to purchase up to 150,000 Shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER Warrants to purchase up to 150,000 Shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase up to 150,000 Shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 64111R102 | 13G/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON North Pole Capital Master Fund | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER Warrants to purchase up to 150,000 Shares of Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER Warrants to purchase up to 150,000 Shares of Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase up to 150,000 Shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% | |||
| 12 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 64111R102 | 13G/A | Page 4 of 7 Pages |
This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G filed on October 18, 2010 (the "Original Schedule 13G"), as amended by Amendment No. 1 filed on February 14, 2012 (the "Original Schedule 13G as amended, the "Schedule 13G") with respect to common stock, par value $0.0001 (the "Shares") of the Company. Capitalized terms not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G.
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Net Element International, Inc. (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive offices are located at 1450 S. Miami Avenue, Miami FL 33130 |
| Item 2(a). | NAME OF PERSON FILING | |
| This statement is filed by: | ||
|
(i) North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G/A directly beneficially owned by it; and
| ||
|
(ii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws on Ontario, Canada, serving as investment advisor to North Pole with respect to the Shares reported in this Schedule 13G/A directly beneficially owned by North Pole.
| ||
|
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
| ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. |
| Item 2(c). | CITIZENSHIP |
| The citizenship of each of the Reporting Persons is set forth above. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $0.0001 (the "Shares") |
| Item 2(e). | CUSIP NUMBER |
| 64111R102 | |
| CUSIP No. 64111R102 | 13G/A | Page 5 of 7 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in
accordance with
| |
| (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) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________________ |
| Item 4. | OWNERSHIP |
| The percentages used herein are calculated based upon 28,303,659 Shares reported to be outstanding as of February 7, 2013, as reported in the Form S-3 filed by the Company on February 12, 2013. |
| A. | Polar Securities | ||||
| (a) | Amount beneficially owned: Warrants to purchase up to 150,000 Shares of Common Stock | ||||
| (b) | Percent of class: 0.5% | ||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||
| (ii) | Shared power to vote or direct the vote: Warrants to purchase up to 150,000 Shares of Common Stock | ||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||
| (iv) | Shared power to dispose or direct the disposition of: Warrants to purchase up to 150,000 Shares of Common Stock | ||||
| CUSIP No. 64111R102 | 13G/A | Page 6 of 7 Pages |
| B. | North Pole | ||||
| (a) | Amount beneficially owned: Warrants to purchase up to 150,000 Shares of Common Stock | ||||
| (b) | Percent of class: 0.5% | ||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||
| (ii) | Shared power to vote or direct the vote: Warrants to purchase up to 150,000 Shares of Common Stock | ||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||
| (iv) | Shared power to dispose or direct the disposition: Warrants to purchase up to 150,000 Shares of Common Stock | ||||
| 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 5 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 OR CONTROL PERSON |
| 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 |
| Each of the Reporting Persons hereby makes the following 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 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. 64111R102 | 13G/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2013
| polar securities inc. | ||
| /s/ Paul Sabourin | ||
| Name: Paul Sabourin | ||
| Title: Chief Investment Officer | ||
| NORTH POLE CAPITAL MASTER FUND | ||
| By: Polar Securities Inc., its investment manager | ||
|
/s/ Paul Sabourin |
||
| Name: Paul Sabourin | ||
| Title: Chief Investment Officer | ||