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Polar Securities Inc. – ‘SC 13G/A’ on 2/16/10 re: Sun-Times Media Group Inc

On: Tuesday, 2/16/10, at 11:52am ET · Accession #: 902664-10-743 · File #: 5-43563

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/16/10  Polar Securities Inc.             SC 13G/A               1:16K  Sun-Times Media Group Inc         Schulte Roth & Z… LLP/FA

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Sun-Times Media Group, Inc.                           10     33K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: CERTIFICATION (if filing pursuant to Rule 13d-1(c)) Cusip Number: 86688Q100 Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Name of Issuer: Name of Person Filing, Address of Principal Business Office and Citizenship: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of A Class Ownership of More Than Five Percent on Behalf of Another Person TITLE OF CLASS OF SECURITIES: Common stock, $.01 Par Value (the "Shares")
1	1st Page - Filing Submission
5	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Items 2(a), 2(b) and 2(c). Name of Person Filing, Address of Principal Business Office and Citizenship:
"	Item 2(d). TITLE OF CLASS OF SECURITIES: Common stock, $.01 Par Value (the "Shares")
"	Item 2(e). Cusip Number: 86688Q100
7	Item 4. Ownership
8	Item 5. Ownership of Five Percent or Less of A Class
"	Item 6. Ownership of More Than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
"	Item 10. CERTIFICATION (if filing pursuant to Rule 13d-1(c))

SC 13G/A 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------

SCHEDULE 13G/A
(Rule 13d-102)

----------------

INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934 

 (Amendment No. 1)

 Sun-Times Media Group, Inc.
(Name of Issuer)

Common stock, $.01 Par Value
(Title of Class of Securities)

 86688Q100
(CUSIP Number)

 December 31, 2009
 (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)                                            

-----------                                                                     

        * 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).                                                                     

SC 13G/A 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 2 OF 10 

------------------------------------------------------------------------------  
(1) NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

                                                       Polar Securities Inc.
------------------------------------------------------------------------------  
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            

                             (a) [X]
                             (b) [ ]
------------------------------------------------------------------------------  
(3) SEC USE ONLY                                                                
------------------------------------------------------------------------------  
(4) CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Canada  
------------------------------------------------------------------------------  

NUMBER OF         (5)      SOLE VOTING POWER                                    
         -0-
SHARES            ------------------------------------------------------------  

BENEFICIALLY      (6)      SHARED VOTING POWER                                  
         -0-
OWNED BY          ------------------------------------------------------------  

EACH              (7)      SOLE DISPOSITIVE POWER                               
         -0-
REPORTING         ------------------------------------------------------------  

PERSON WITH       (8)      SHARED DISPOSITIVE POWER                             
         -0-
------------------------------------------------------------------------------  
(9)      AGGREGATE AMOUNT BENEFICIALLY OWNED                  
BY EACH REPORTING PERSON                    
         -0-
------------------------------------------------------------------------------  
(10)     CHECK BOX IF THE AGGREGATE AMOUNT                    
                IN ROW (9) EXCLUDES CERTAIN SHARES                      [  ]
------------------------------------------------------------------------------  
(11)     PERCENT OF CLASS REPRESENTED                         
BY AMOUNT IN ROW (9)                        
        0%
------------------------------------------------------------------------------  
(12)     TYPE OF REPORTING PERSON                             
        IA
------------------------------------------------------------------------------  

SC 13G/A 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 3 OF 10 

------------------------------------------------------------------------------  
(1) NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

                              South Pole Capital Master Fund
------------------------------------------------------------------------------  
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            

                             (a) [X]
                             (b) [ ]
------------------------------------------------------------------------------  
(3) SEC USE ONLY                                                                
------------------------------------------------------------------------------  
(4) CITIZENSHIP OR PLACE OF ORGANIZATION                                        
                                                      Cayman Islands
------------------------------------------------------------------------------  

NUMBER OF         (5)      SOLE VOTING POWER                                    
         -0-
SHARES            ------------------------------------------------------------  

BENEFICIALLY      (6)      SHARED VOTING POWER                                  
         -0-
OWNED BY          ------------------------------------------------------------  

EACH              (7)      SOLE DISPOSITIVE POWER                               
         -0-
REPORTING         ------------------------------------------------------------  

PERSON WITH       (8)      SHARED DISPOSITIVE POWER                             
         -0-
------------------------------------------------------------------------------  
(9)      AGGREGATE AMOUNT BENEFICIALLY OWNED                  
BY EACH REPORTING PERSON                    
         -0-
------------------------------------------------------------------------------  
(10)     CHECK BOX IF THE AGGREGATE AMOUNT                    
                IN ROW (9) EXCLUDES CERTAIN SHARES                     [   ]
------------------------------------------------------------------------------  
(11)     PERCENT OF CLASS REPRESENTED                         
BY AMOUNT IN ROW (9)                        
        0%
------------------------------------------------------------------------------  
(12)     TYPE OF REPORTING PERSON                             
        CO
------------------------------------------------------------------------------  

SC 13G/A 4th Page of 10 TOC 1st Previous Next ↓Bottom Just 4th
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 4 OF 10 

------------------------------------------------------------------------------  
(1) NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

                     South Pole Capital LP
------------------------------------------------------------------------------  
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            

                             (a) [X]
                             (b) [ ]
------------------------------------------------------------------------------  
(3) SEC USE ONLY                                                                
------------------------------------------------------------------------------  
(4) CITIZENSHIP OR PLACE OF ORGANIZATION                                        
      Canada
------------------------------------------------------------------------------  

NUMBER OF         (5)      SOLE VOTING POWER                                    
   -0-
SHARES            ------------------------------------------------------------  

BENEFICIALLY      (6)      SHARED VOTING POWER                                  
   -0-
OWNED BY          ------------------------------------------------------------  

EACH              (7)      SOLE DISPOSITIVE POWER                               
   -0-
REPORTING         ------------------------------------------------------------  

PERSON WITH       (8)      SHARED DISPOSITIVE POWER                             
   -0-
------------------------------------------------------------------------------  
(9)      AGGREGATE AMOUNT BENEFICIALLY OWNED                  
BY EACH REPORTING PERSON                    
   -0-
------------------------------------------------------------------------------  
(10)     CHECK BOX IF THE AGGREGATE AMOUNT                    
               IN ROW (9) EXCLUDES CERTAIN SHARES                    [   ]
------------------------------------------------------------------------------  
(11)     PERCENT OF CLASS REPRESENTED                         
BY AMOUNT IN ROW (9)                        
  0%
------------------------------------------------------------------------------  
(12)     TYPE OF REPORTING PERSON                             
  PN
------------------------------------------------------------------------------  

SC 13G/A 5th Page of 10 TOC 1st Previous Next ↓Bottom Just 5th
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 5 OF 10 

ITEM 1(a).  NAME OF ISSUER:                                                     

Sun-Times Media Group, Inc. (the "Company")             

ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:                    

350 North Orleans St.                                   
Floor 10 South                                          
Chicago, IL 60654                                       

ITEMS 2(a), 2(b) and 2(c).  NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS
OFFICE AND CITIZENSHIP:                                                         

       This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons":             

       (i)  South Pole Capital Master Fund ("South Pole Master"), a Cayman
              Islands exempted company, with respect to the Shares (defined in
             item 2(d) below) reported in this Schedule 13G/A directly owned
by it.                                            

         (ii) South Pole Capital LP ("South Pole"), an Ontario, Canada limited
               partnership, with respect to the Shares reported in this Schedule
13G/A directly owned by it.                       

(iii) Polar Securities Inc. ("Polar Securities"), a company   
             incorporated under the laws on Ontario, Canada, with respect to
          the Shares reported in this Schedule 13G/A directly owned by
South Pole Master and South Pole.                 

The citizenship of each of the Reporting Persons is set forth above.            

The address of the principal business office of each of the Reporting Persons is
372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.                   

ITEM 2(d).  TITLE OF CLASS OF SECURITIES:  Common stock, $.01 Par Value         
(the "Shares")                                                                  

ITEM 2(e).  CUSIP NUMBER:  86688Q100                                            

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Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 6 OF 10 

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO 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) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940:
see Rule 13d-1(b)(1)(ii)(E);    

    (f) [ ] Employee Benefit Plan, Pension Fund which is
         subject to the provisions of the Employee
         Retirement Income Security Act of 1974 or
            Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

  (g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G);           

  (h) [ ] Savings Associations as defined in Section
          3(b) of the Federal Deposit Insurance Act;

(i) [ ] Church Plan that is excluded from the   
                 definition of an investment company under Section
               3(c)(14) of the Investment Company Act of 1940;

          (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

  IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]                                                                        

SC 13G/A 7th Page of 10 TOC 1st Previous Next ↓Bottom Just 7th
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 7 OF 10 

ITEM 4.   OWNERSHIP.                                                            

      Polar Securities Inc. serves as the investment manager to South Pole
Master and South Pole and a number of discretionary accounts with respect to    
which it has voting and dispositive authority over the Shares reported in this  
Schedule 13G/A.                                                                 

         Each of the Reporting Persons hereby disclaims any beneficial ownership
of any such Shares.                                                             

A.   Polar Securities                                         

(a) Amount beneficially owned: 0                    

         (b) Percent of class: 0% (all percentages herein are based on
           83,982,280 Shares reported to be outstanding as of February 28,
            2009 as reflected in the Form 10-K filed by the Company on April
14, 2009).                                          

(c) Number of shares as to which such person has:   

             (i)   sole power to vote or to direct the vote: 0 Shares.

               (ii)  shared power to vote or to direct the vote: 0 Shares.

                  (iii) sole power to dispose or to direct the disposition of: 0
Shares.                         

                  (iv)  shared power to dispose or to direct the disposition of:
0 Shares                        

B.   South Pole Master                                        

(a) Amount beneficially owned: 0                    

(b) Percent of class: 0%                            

(c) Number of shares as to which such person has:   

             (i)   sole power to vote or to direct the vote: 0 Shares.

               (ii)  shared power to vote or to direct the vote: 0 Shares.

                  (iii) sole power to dispose or to direct the disposition of: 0
Shares.                         

                  (iv)  shared power to dispose or to direct the disposition of:
0 Shares                        

C.   South Pole                                               

(a) Amount beneficially owned: 0                    

(b) Percent of class: 0%                            

SC 13G/A 8th Page of 10 TOC 1st Previous Next ↓Bottom Just 8th
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 8 OF 10 

(c) Number of shares as to which such person has:   

            (i)  sole power to vote or to direct the vote: 0 Shares.

              (ii) shared power to vote or to direct the vote: 0 Shares.

                (iii) sole power to dispose or to direct the disposition of: 0
Shares.                           

                (iv)  shared power to dispose or to direct the disposition of:
0 Shares                          

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 |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.     

Not applicable.                                               

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP              

See Item 4.                                                   

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP                                         

Not applicable.                                               

ITEM 10. CERTIFICATION (if filing pursuant to Rule 13d-1(c))                    

         Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of 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 not held in   
connection with or as a participant in any transaction having that purpose or   
effect.                                                                         

SC 13G/A 9th Page of 10 TOC 1st Previous Next ↓Bottom Just 9th
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                                PAGE 9 OF 10 

SIGNATURES

       After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is     
true, complete and correct.                                                     

DATED:  February 16, 2010               Polar Securities Inc.                   
                 /s/ Paul Sabourin
                                   -----------------------------------
             Paul Sabourin
                        Chief Investment Officer

                              South Pole Capital Master Fund
                          By:  Polar Securities Inc.
                 /s/ Paul Sabourin
                                   -----------------------------------
             Paul Sabourin
                        Chief Investment Officer

                     South Pole Capital LP
                                       By:  Polar Fund Management III Inc, its
               General Partner
                 /s/ Paul Sabourin
                                   -----------------------------------
             Paul Sabourin
                        Chief Investment Officer

SC 13G/A Last Page of 10 TOC 1st Previous Next ↓Bottom Just 10th
Schedule 13G/A                                                                  

CUSIP No. 86688Q100                                               PAGE 10 OF 10 

 EXHIBIT 1
 JOINT ACQUISITION STATEMENT

 PURSUANT TO RULE 13d-1(k)

       The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G/A, is filed on behalf of each of the undersigned and that all      
subsequent amendments to this statement on Schedule 13G/A, shall be filed on    
behalf of each of the undersigned without the necessity of filing additional    
joint acquisition statements. 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 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:  February 16, 2010               Polar Securities Inc.                   
                 /s/ Paul Sabourin
                                   -----------------------------------
             Paul Sabourin
                        Chief Investment Officer

                              South Pole Capital Master Fund
                          By:  Polar Securities Inc.
                 /s/ Paul Sabourin
                                   -----------------------------------
             Paul Sabourin
                        Chief Investment Officer

                     South Pole Capital LP
                                       By:  Polar Fund Management III Inc, its
                General Partner.
                 /s/ Paul Sabourin
                                   -----------------------------------
             Paul Sabourin
                        Chief Investment Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/16/10	9	10	13F-HR, SC 13G/A
	12/31/09	1		13F-HR
	4/14/09	7		10-K, 4
	2/28/09	7
				List all Filings

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Filing Submission 0000902664-10-000743 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Polar Securities Inc. – ‘SC 13G/A’ on 2/16/10 re: Sun-Times Media Group Inc

On: Tuesday, 2/16/10, at 11:52am ET · Accession #: 902664-10-743 · File #: 5-43563

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Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents