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CUSIP
No. 83418B107
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13G
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Page
2 of 11 Pages
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1
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NAME
OF REPORTING PERSON(S)
AIP
Global Macro Fund
LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(See
Instructions)
(b)
☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
3,144,020
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6
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SHARED
VOTING POWER
6,674,318
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7
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SOLE
DISPOSITIVE POWER
3,144,020
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8
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SHARED
DISPOSITIVE POWER
6,674,318
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,144,020
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.87%
(1)
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12
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TYPE
OF REPORTING PERSON
PN
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(1)
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Based
upon 22,673,403 shares of common stock outstanding as of December 31, 2017.
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CUSIP
No. 83418B107
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13G
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Page
3 of 11 Pages
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1
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NAME
OF REPORTING PERSON(S)
AIP
Canadian Enhanced Income Class
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(See
Instructions)
(b)
☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
2,622,806
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6
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SHARED
VOTING POWER
6,674,318
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7
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SOLE
DISPOSITIVE POWER
2,622,806
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8
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SHARED
DISPOSITIVE POWER
6,674,318
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,806
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.57%
(1)
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12
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TYPE
OF REPORTING PERSON
IV
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(1)
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Based
upon 22,673,403 shares of common stock outstanding as of December 31, 2017.
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CUSIP
No. 83418B107
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13G
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Page
4 of 11 Pages
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1
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NAME
OF REPORTING PERSON(S)
AIP
Global Macro Class
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(See
Instructions)
(b)
☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
907,493
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6
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SHARED
VOTING POWER
6,674,318
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7
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SOLE
DISPOSITIVE POWER
907,493
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8
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SHARED
DISPOSITIVE POWER
6,674,318
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,493
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
(1)
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12
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TYPE
OF REPORTING PERSON
IV
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(1)
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Based
upon 22,673,403 shares of common stock outstanding as of December 31, 2017.
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CUSIP
No. 83418B107
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13G
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Page
5 of 11 Pages
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1
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NAME
OF REPORTING PERSON(S)
AIP
Asset Management
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(See
Instructions)
(b)
☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OR ORGANIZATION
Ontario,
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
6,674,318
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
6,674,318
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,674,318
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.64%
(1)
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12
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TYPE
OF REPORTING PERSON
IV
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(1)
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Based
upon 22,673,403 shares of common stock outstanding as of December 31, 2017.
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CUSIP
No. 83418B107
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13G
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Page
6 of 11 Pages
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1
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NAME
OF REPORTING PERSON(S)
Jayahari
Balasubramaniam
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(See
Instructions)
(b)
☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OR ORGANIZATION
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
6,674,318
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6
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SHARED
VOTING POWER
6,674,318
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7
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SOLE
DISPOSITIVE POWER
6,674,318
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8
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SHARED
DISPOSITIVE POWER
6,674,318
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,674,318
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.64%
(1)
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12
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TYPE
OF REPORTING PERSON
IN
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(1)
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Based
upon 22,673,403 shares of common stock outstanding as of December 31, 2017.
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CUSIP
No. 83418B107
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13G
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Page
7 of 11 Pages
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Item
1.
(a)
Name of Issuer
Solbright
Group, Inc.
(b) Address
of Issuer’s Principal Executive Offices
One
Gateway Center, 26
th
floor, Newark, New Jersey 07102
Item
2.
(a)
Name of Person Filing
This
statement is jointly filed by and on behalf of each of AIP Global Macro Fund L.P., AIP Canadian Enhanced Income Class, AIP Global
Macro Class, AIP Asset Management and Jayahari Balasubramaniam. AIP Asset Management acts as an investment adviser to, and manages
investment and trading accounts of, other persons, including AIP Global Macro Fund L.P., AIP Canadian Enhanced Income Class and
AIP Global Macro Class. Mr. Balasubramaniam is the senior portfolio manager and the sole person who makes investment decisions
on behalf of AIP Asset Management and may be deemed to control AIP Asset Management and beneficially own securities owned or managed
by AIP Asset Management.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for purposes of Section 13(d) or 13(g) of the Act or any other purposes, the beneficial owner of any securities
covered by this statement.
Each
reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
(i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the issuer or
any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
(b) Address
of Principal Business Office or, if none, Residence
The
address of the principal business office of each reporting person is TD Tower North, 77 King Street W., Suite 4140, Toronto, ON
M5K1E7 Canada.
(c) Citizenship
See
Item 4 of the cover page(s) hereto.
(d) Title
of Class of Securities
Common
Stock, par value $0.001
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CUSIP
No. 83418B107
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13G
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Page
8 of 11 Pages
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(e) CUSIP
Number
83418B
107
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
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(a) ☐ A
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b) ☐ A
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ☐ An
insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ☐ An
investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ☐ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ☐ An
employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
(g) ☐ A
parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
(h) ☐ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐
A 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) ☐ A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(3)
(j) ☐ A
group, in accordance with §240.13d-1(b)(1)(ii)(J).
(a) Amount
beneficially owned:
See
Item 9 on the cover page(s) hereto.
(b) Percent
of class:
See
Item 11 on the cover page(s) hereto.
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CUSIP
No. 83418B107
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13G
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Page
9 of 11 Pages
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(c) Number
of shares as to which such person has
(i) Sole
power to vote or to direct the vote:
See
Item 5 on the cover page(s) hereto.
(ii) Shared
power to vote or to direct the vote:
See
Item 6 on the cover page(s) hereto.
(iii) Sole
power to dispose or to direct the disposition of:
See
Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See
Item 8 on the cover page(s) hereto.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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 ☐.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Each
reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
(i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the issuer or
any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
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CUSIP
No. 83418B107
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13G
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Page
10 of 11 Pages
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below each signatory 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.
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CUSIP
No. 83418B107
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13G
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Page
11 of 11 Pages
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SIGNATURE
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: January 9, 2018
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AIP Global Marco Fund L.P.
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/s/ Jayahari Balasubramaniam
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AIP
Asset Management
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/s/
Jayahari Balasubramaniam
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AIP
Global Macro Class
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/s/
Jayahari Balasubramaniam
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AIP
Canadian Enhanced Income Class
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/s/
Jayahari Balasubramaniam
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Jay
Bala
/s/
Jayahari Balasubramaniam
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Jay Bala
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