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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Investment, Ltd.
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Bermuda
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
3,778,300
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6.
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SHARED
VOTING POWER
None.
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7.
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SOLE
DISPOSITIVE POWER
3,778,300
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|
8.
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SHARED
DISPOSITIVE POWER
None.
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|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,778,300
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
(1)
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12.
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TYPE
OF REPORTING PERSON: OO
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|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer
Capital, LLC
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)x
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
New
York
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
3,778,300
|
||
|
6.
|
SHARED
VOTING POWER
None.
|
|||
|
7.
|
SOLE
DISPOSITIVE POWER
3,778,300
|
|||
|
8.
|
SHARED
DISPOSITIVE POWER
None.
|
|||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,778,300
|
|||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
(1)
|
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|
12.
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TYPE
OF REPORTING PERSON: PN
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Item
1(a).
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Name
of Issuer.
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|
Force
Protection, Inc. (the “Issuer”)
|
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices.
|
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9801
Highway 78, Bldg #1
Ladson,
South Carolina 29456
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Item
2(a).
|
Names
of Persons Filing.
|
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Midsummer
Investment, Ltd. (“Midsummer
Investment”)
Midsummer
Capital, LLC (“Midsummer
Capital”)
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Item
2(b).
|
Address
of Principal Business Office, or if none,
Residence.
|
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As
to Midsummer Investment:
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38th
Floor
New
York, New York 10017
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As
to Midsummer Capital:
295
Madison Avenue, 38th
Floor
New
York, New York 10017
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Item
2(c).
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Citizenship.
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As
to Midsummer Investment: Bermuda
As
to Midsummer Capital: New
York
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Item
2(d).
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Title
of Class of Securities.
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common
stock, par value $0.001 per share (the “Common
Stock”)
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Item
2(e).
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CUSIP
Number.
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345203202
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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Not
applicable.
|
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Item
4.
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Ownership.
|
|
Item
4 is amended and supplemented to include the following:
Midsummer
Investment beneficially owns 3,778,300
shares
of Common Stock.
|
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Midsummer
Capital serves as general partner and principal investment manager
to
Midsummer Investment, and as such has been granted investment discretion
over Midsummer Investment’s investments, including the investment in the
Common Stock. As a result of its role as general partner and principal
investment manager to Midsummer Investment, Midsummer Capital may
be
deemed to be the beneficial owner, as defined in Rule 13d-3 under
the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
of the Common Stock held by Midsummer Investment. However, Midsummer
Capital does not have the right to receive dividends from, or the
proceeds
from the sale of, the Common Stock held by Midsummer Investment
and
disclaims any beneficial ownership of the shares of Common Stock.
|
| (a) |
Amount
beneficially owned by Midsummer Investment: 3,778,300
shares of Common Stock of the
Issuer.
|
| (b) |
Percent
of Class: Midsummer Investment beneficially owns 5.6% of the Issuer’s
issued and outstanding Common Stock (based on 68,064,336 issued and
outstanding shares of Common Stock as of April 25, 2007, as stated
in the
Company’s Schedule 14A filed with the Securities and Exchange Commission
on April 30, 2007).
|
| (c) |
Number
of shares as to which Midsummer Investment
has:
|
| (i) |
Sole
power to direct the vote: 3,778,300
shares of Common Stock of the
Issuer.
|
| (ii) |
Shared
power to vote or to direct the vote:
None.
|
| (iii) |
Sole
power to dispose or direct the disposition of the Common Stock:
3,778,300
shares of Common Stock of the
Issuer.
|
| (iv) |
Shared
power to dispose or direct the disposition of the Common Stock:
None.
|
|
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.
|
|
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.
|
|
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 which could
have
that purpose or effect.
|
|
Date:
May 7, 2007
|
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| By: | MIDSUMMER CAPITAL, LLC, its investment manager | |
| By: | /s/ Scott D. Kaufman | |
|
Name: Scott
D. Kaufman
Title: Managing
Director
|
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| MIDSUMMER CAPITAL, LLC | ||
| |
|
|
| By: | /s/ Scott D. Kaufman | |
|
Name:
Scott
D. Kaufman
Title:
Managing
Director
|
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