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SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

STRATUS MEDIA GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

863165106

(CUSIP Number)

June 25, 2013

(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 disclosures provided in a prior cover page.

The information required on 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. 863165106  

 

  1   

NAMES OF REPORTING PERSONS

 

UTA Capital LLC (1)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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

 

32,604,024

   6   

SHARED VOTING POWER

 

   7   

SOLE DISPOSITIVE POWER

 

32,604,024

   8   

SHARED DISPOSITIVE POWER

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,604,024

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.7% (2)

12  

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

(1) This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
(2) Calculated based on 421,332,919 shares of Common Stock outstanding, as reported in the most recent Form 10-Q of the Issuer for the period ending June 30, 2013.

 

2

CUSIP No. 863165106  

 

  1   

NAMES OF REPORTING PERSONS

 

YZT Management LLC (1)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

32,604,024

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

32,604,024

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,604,024

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.7% (2)

12  

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

(1) This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
(2) Calculated based on 421,332,919 shares of Common Stock outstanding, as reported in the most recent Form 10-Q of the Issuer for the period ending June 30, 2013.

 

3

CUSIP No. 863165106  

 

  1   

NAMES OF REPORTING PERSONS

 

Alleghany Capital Corporation (1)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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

 

   6   

SHARED VOTING POWER

 

32,604,024

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

32,604,024

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,604,024

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.7% (2)

12  

TYPE OF REPORTING PERSON

 

CO

 

(1) This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
(2) Calculated based on 421,332,919 shares of Common Stock outstanding, as reported in the most recent Form 10-Q of the Issuer for the period ending June 30, 2013.

 

4

CUSIP No. 863165106  

 

  1   

NAMES OF REPORTING PERSONS

 

Alleghany Corporation (1)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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

 

   6   

SHARED VOTING POWER

 

32,604,024

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

32,604,024

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,604,024

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.7% (2)

12  

TYPE OF REPORTING PERSON

 

CO

 

(1) This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
(2) Calculated based on 421,332,919 shares of Common Stock outstanding, as reported in the most recent Form 10-Q of the Issuer for the period ending June 30, 2013.

 

5

CUSIP No. 863165106  

 

  1   

NAMES OF REPORTING PERSONS

 

Udi Toledano (1)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  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

 

   6   

SHARED VOTING POWER

 

32,604,024

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

32,604,024

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,604,024

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.7% (2)

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.
(2) Calculated based on 421,332,919 shares of Common Stock outstanding, as reported in the most recent Form 10-Q of the Issuer for the period ending June 30, 2013.

 

6

Item 1(a). Name of Issuer:

Stratus Media Group, Inc., a Nevada corporation (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1800 Century Park East, 6th Floor, Los Angeles California 90067

Item 2(a). Name of Persons Filing:

UTA Capital LLC

YZT Management LLC

Alleghany Capital Corporation

Alleghany Corporation

Udi Toledano

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal office of each of UTA Capital LLC, YZT Management LLC and Udi Toledano is located at 100 Executive Drive, Suite 330, West Orange, NJ 07052

The principal office of each of Alleghany Capital Corporation and Alleghany Corporation is located at 7 Times Square Tower, New York, New York 10036

Item 2(c). Citizenship:

UTA Capital LLC is a Delaware limited liability company

YZT Management LLC is a New Jersey limited liability company

Alleghany Capital Corporation is a Delaware corporation

Alleghany Corporation is a Delaware corporation

Udi Toledano is a citizen of the United States of America

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e). CUSIP Number:

863165106

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

(a) Amount beneficially owned:

32,604,024 shares of the Issuer’s common stock

(b) Percent of class:         Approximately 7.7%

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

 

  (i) Sole power to vote or direct the vote:
  (ii) Shared power to vote or direct the vote:         32,604,024

 

7

  (iii) Sole power to dispose or direct the disposition of:
  (iv) Shared power to dispose or direct the disposition of: 32,604,024

This Schedule 13G is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC.

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.

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. Certifications.

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.

 

8

SIGNATURE

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

 

    UTA Capital LLC
      By:   YZT Management LLC,
        its managing member
Date: September 13, 2013         By:  

 /s/ Udi Toledano

          Udi Toledano
          its managing member
    YZT Management LLC
      By:  

 /s/ Udi Toledano

        Udi Toledano
        its managing member
    Alleghany Capital Corporation
      By:  

 /s/ Peter R. Sismondo

        Peter R. Sismondo
        Vice President and Treasurer
    Alleghany Corporation
      By:  

 /s/ Peter R. Sismondo

        Peter R. Sismondo
        Vice President
   

 /s/ Udi Toledano

    Udi Toledano

 

9

Exhibit Index

 

Exhibit 1    Joint Filing Agreement dated as of September 13, 2013.

 

10

EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Stratus Media Group, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby executes this Agreement this 13th day of September, 2013.

 

    UTA Capital LLC
      By:   YZT Management LLC,
        its managing member
Date: September 13, 2013         By:  

 /s/ Udi Toledano

          Udi Toledano
          its managing member
    YZT Management LLC
      By:  

 /s/ Udi Toledano

        Udi Toledano
        its managing member
    Alleghany Capital Corporation
      By:  

 /s/ Peter R. Sismondo

        Peter R. Sismondo
        Vice President and Treasurer
    Alleghany Corporation
      By:  

 /s/ Peter R. Sismondo

        Peter R. Sismondo
        Vice President
   

 /s/ Udi Toledano

    Udi Toledano