SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 
SCHEDULE 13G

(AMENDMENT NO. 5)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d)
 
 
 
FORCE PROTECTION, INC.
(Name of Issuer)


COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)

345203202
(CUSIP Number)

July 27, 2007
(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)


(Page of 7 Pages)
 
 
Page 2 of 7

1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer Investment, Ltd.
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:
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
2,412,969
6.
SHARED VOTING POWER
None.
7.
SOLE DISPOSITIVE POWER
2,412,969
8.
SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,412,969
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5% (1)
12.
TYPE OF REPORTING PERSON: OO
(1) The ownership percentage of the Reporting Person is based on 68,207,649 issued and outstanding shares of Common Stock as of July 10, 2007, as stated in the Company’s Prospectus Supplement filed with the Securities and Exchange Commission on July 27, 2007.
 
 
Page 3 of 7
 
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
2,412,969
6.
SHARED VOTING POWER
None.
7.
SOLE DISPOSITIVE POWER
2,412,969
8.
SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,412,969
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5% (1)
12.
TYPE OF REPORTING PERSON: PN
(1) The ownership percentage of the Reporting Person is based on 68,207,649 issued and outstanding shares of Common Stock as of July 10, 2007, as stated in the Company’s Prospectus Supplement filed with the Securities and Exchange Commission on July 27, 2007.
 
 
Page 4 of 7
 
Item 1(a).
Name of Issuer.
 
 
Force Protection, Inc. (the “Issuer”)
   
Item 1(b).
Address of Issuer’s Principal Executive Offices.
 
 
9801 Highway 78, Bldg #1
Ladson, South Carolina 29456
   
Item 2(a).
Names of Persons Filing.
 
 
Midsummer Investment, Ltd. (“Midsummer Investment”)
Midsummer Capital, LLC (“Midsummer Capital”)

Item 2(b).
Address of Principal Business Office, or if none, Residence.
 
 
As to Midsummer Investment:
c/o Midsummer Capital, LLC
295 Madison Avenue, 38th Floor
New York, New York 10017
 
As to Midsummer Capital:
295 Madison Avenue, 38th Floor
New York, New York 10017
   
Item 2(c).
Citizenship.
 
 
As to Midsummer Investment: Bermuda
As to Midsummer Capital: New York
   
Item 2(d).
Title of Class of Securities.
 
 
common stock, par value $0.001 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number.
 
 
345203202
   
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
 
Not applicable.
   
Item 4.
Ownership.
   

 
 
Page 5 of 7
Item 4 is amended and supplemented to include the following:

Midsummer Investment beneficially owns 2,412,969 shares of Common Stock as of the date hereof.

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.

Accordingly, for the purpose of this Statement:
 
Amount beneficially owned by Midsummer Investment: 2,412,969 shares of Common Stock of the Issuer.
 
(b)
Percent of Class: Midsummer Investment beneficially owns 3.5% of the Issuer’s issued and outstanding Common Stock (based on 68,207,649 issued and outstanding shares of Common Stock as of July 10, 2007, as stated in the Company’s Prospectus Supplement filed with the Securities and Exchange Commission on July 27, 2007).
 
(c)
Number of shares as to which Midsummer Investment has:
 
(i)
Sole power to direct the vote: 2,412,969 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: 2,412,969 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.

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.
 
Not applicable.
 
 
 
Page 6 of 7
 
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.
 
 

 
 
 
Page 7 of 7
 
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.
 
     
 
Date: July 31, 2007
   
  MIDSUMMER INVESTMENT, LTD.
   
  By: MIDSUMMER CAPITAL, LLC, its investment manager
 
 		  
 		  
 
  By:   /s/ Scott D. Kaufman
 
Name: Scott D. Kaufman
 
Title: Managing Director

 
     
  MIDSUMMER CAPITAL, LLC
 
 		  
 		  
 
  By:   /s/ Scott D. Kaufman
 
Name:  Scott D. Kaufman
 
Title:  Managing Director