SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Cedar Fair, L.P.
(Name of Issuer)
Units Representing Limited Partner Interests
(Title of Class of Securities)
150185106
(Cusip Number)
Brandon Teague
301 Commerce Street, Suite 3200
Fort Worth, Texas 76102
(817) 332-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
*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).
**The total number of units reported herein is 10,021,418, which constitutes approximately 18.1% of the total number of units outstanding. All
ownership percentages set forth herein assume that there are 55,345,716 units outstanding.
1. Name of Reporting Person:
Q Funding III, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole
Voting Power: 3,683,325
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,683,325
Person
With
10. Shared
Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,683,325
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.7%
14. Type of Reporting Person: PN
1. Name of Reporting Person:
Q4 Funding, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole
Voting Power: 2,687,276
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,687,276
Person
With
10. Shared
Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,687,276
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: PN
1. Name of Reporting Person:
Geoffrey Raynor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: United States
7. Sole
Voting Power: 10,021,418 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 10,021,418
(1)
Person
With
10. Shared
Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,021,418 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 18.1%
14. Type of Reporting Person: IN
--------------------
(1) Solely in his position as control person of J Alfred Onshore, LLC, the general partner of Prufrock
Onshore, L.P., the general partner of Q Funding III, L.P. with respect to 3,683,325 Units. Solely in his position as control person
of Excalibur Domestic, LLC, the general partner of Star Spangled Sprockets, L.P., the general partner of Q4 Funding, L.P. with
respect to 2,687,276 Units. In addition, 3,650,817 Units are held directly and indirectly through entities and trusts for
the benefit of Mr. Raynor.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the “Act”), the undersigned hereby amend their Schedule 13D Statement dated February 12, 2010, as amended
by Amendment No. 1 dated February 18, 2010, as amended by Amendment No. 2 dated February 24, 2010, as amended by Amendment No.
3 dated March 9, 2010, as amended by Amendment No. 4 dated March 11, 2010, as amended by Amendment No. 5 dated March 17, 2010,
as amended by Amendment No. 6 dated April 6, 2010, as amended by Amendment No. 7 dated April 9, 2010, as amended by Amendment No.
8 dated April 28, 2010, as amended by Amendment No. 9 dated May 3, 2010, as amended by Amendment No. 10 dated May 5, 2010, as amended
by Amendment No. 11 dated May 12, 2010, as amended by Amendment No. 12 dated June 9, 2010, as amended by Amendment No. 13 dated
October 14, 2010, as amended by Amendment No. 14 dated December 8, 2010, as amended by Amendment No. 15 dated December 9, 2010,
as amended by Amendment No. 16 dated January 13, 2011, as amended by Amendment No. 17 dated February 8, 2011, as amended by Amendment
No. 18 dated March 17, 2011, as amended by Amendment No. 19 dated March 24, 2011, as amended by Amendment No. 20 dated April 21,
2011, as amended by Amendment No. 21 dated May 10, 2011, as amended by Amendment No. 22 dated June 1, 2011 (the “Schedule
13D”), relating to the Units Representing Limited Partner Interests of Cedar Fair, L.P. Unless otherwise indicated,
all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
On June 14, 2011, the Reporting Persons filed suit in Delaware to
enforce their right under the Issuer's partnership agreement to have the Issuer set the time, date and place of the special meeting
of unitholders previously requested by the Reporting Persons. The Issuer issued a press release on June 10, 2011, stating that
this request will not be granted. As previously disclosed, the purpose of the special meeting is to replace the Issuer’s
current general partner with an identical new general partner that would allow unitholders to nominate candidates for election
to the board of directors. A copy of the suit is attached as an exhibit and is incorporated herein by reference.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals
that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by adding at the end thereof the following:
99.8 – Verified Complaint in Q Funding III, L.P. and Q4 Funding,
L.P. vs. Cedar Fair Management, Inc. and Cedar Fair, L.P. filed June 14, 2011.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: June 14, 2011
|
Q FUNDING III, L.P.
By: Prufrock Onshore, L.P., its general partner
By: J Alfred Onshore, LLC, its general partner
By: /s/ Brandon Teague Brandon Teague, Director of Trading | |
|
Q4 FUNDING, L.P.
By: Star Spangled Sprockets, L.P., its general partner
By: Excalibur Domestic, LLC, its general partner
By: /s/ Brandon Teague Brandon Teague, Director of Trading | |
|
GEOFFREY RAYNOR
By: /s/ Brandon Teague Brandon Teague, as Attorney-in-Fact for Geoffrey Raynor |