UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PITTSBURGH & WEST VIRGINIA RAILROAD
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(Exact Name of Issuer as Specified in its Charter)
COMMON STOCK
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(Title of Class of Securities)
72481910-7
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(CUSIP Number)
David H. Lesser
212-750-0373
Pittsburgh & West Virginia Railroad
55 Edison Avenue
West Babylon, NY 11704
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 29, 2011
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(Date of Event which Requires Filing of this Statement)
If the 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(b)(3) or (4), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
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).
SCHEDULE 13D
CUSIP No. 72481910-7
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1 NAMES OF REPORTING PERSONS
David H. Lesser
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER 1,075
NUMBER
OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER 119,920
BENEFICIALLY
OWNED ----------------------------------------------------
9 SOLE DISPOSITIVE POWER 1,075
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10 SHARED DISPOSITIVE POWER 119,920
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
David H. Lesser ("DHfL") directly owns 1,075 shares of common stock.
In addition, partnerships owned and/or managed by DHL own 119,920.
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] See Item 5, footnote (1) below.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.45%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 72481910-7
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1 NAMES OF REPORTING PERSONS
Hudson Bay Partners, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
CO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER 85,210
NUMBER
OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
BENEFICIALLY
OWNED ----------------------------------------------------
9 SOLE DISPOSITIVE POWER 85,210
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10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,210 shares of common stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.25%
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14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 72481910-7
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1 NAMES OF REPORTING PERSONS
HBP PW, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
CO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER 34,710
NUMBER
OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
BENEFICIALLY
OWNED ----------------------------------------------------
9 SOLE DISPOSITIVE POWER 34,710
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10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,710 shares of common stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.14%
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14 TYPE OF REPORTING PERSON*
PN
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Item 1. Security and Issuer.
The class of securities to which this statement relates is common shares
of beneficial interest, no par value, (the "Common Shares") of
Pittsburgh & West Virginia Railroad (the "Company" or "Issuer"). The
address of the principal executive offices of the Company is:
David H. Lesser
CEO & Chairman of the Board of Trustees
Pittsburgh & West Virginia Railroad
55 Edison Avenue
West Babylon, NY 11704
Item 2. Identity and Background
This statement is filed on behalf of each of David H. Lesser ("DHL"), a
United States citizen, Hudson Bay Partners, LP, a Delaware limited
partnership ("Hudson Bay"), and HBP PW, LLC, a Delaware limited
liability company ("HBP") (collectively, the "Reporting Persons"). DHL
is the sole owner and managing partner of Hudson Bay and the managing
member of HBP. The address for the Reporting Persons is:
55 Edison Avenue
West Babylon, NY 11704
DHL is the CEO and Chairman of the Board of Trustees of the Company.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The responses to Items 4 and 6 are incorporated herein by reference.
Item 4. Purpose of Transaction.
The shares were acquired by the Reporting Persons for investment. The
Reporting Persons reserve the right to acquire additional shares of the
Issuer, either in open market purchases or in private transactions.
Other than as described in this Item 4, the Reporting Persons do not
have any present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D. However, each of the Reporting Persons reserves the right
to change its plans at any time, as it deems appropriate, in light of
its ongoing evaluation of (a) its business and liquidity objectives, (b)
the Issuer's financial condition, business, operations, competitive
position, prospects and/or share price, (c) industry, economic and/or
securities markets conditions, (d) alternative investment opportunities,
and (e) other relevant factors. Without limiting the generality of the
preceding sentence, each of the Reporting Persons reserves the right (in
each case, subject to any applicable restrictions under law or contract)
to at any time or from time to time (i) purchase or otherwise acquire
additional Shares or other securities of the Issuer, or instruments
convertible into or exercisable for any such securities or instruments
into which any such securities are convertible into or exchangeable for,
including Shares (collectively, "Issuer Securities"), in the open market,
in privately negotiated transactions or otherwise, (ii) sell, transfer
or otherwise dispose of Issuer Securities in public or private
transactions, (iii) cause Issuer Securities to be distributed in kind to
its investors, and/or (iv) acquire or write options contracts, or
enter into derivatives or hedging transactions, relating to Issuer
Securities.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons beneficially own, directly
and indirectly, 120,995 Common Shares or 7.45% of the total number of
the Common Shares outstanding. The interests are owned directly or
indirectly as follows:
Sole Power to Shared Power to
Direct Voting Direct Voting Total
& Disposition & Disposition Shares
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David H. Lesser(1) 1,075 119,920 120,995
Hudson Bay
Partners, LP(2) 85,210 0 85,210
HBP PW, LLC(3) 34,710 0 34,710
_________
(1) David H. Lesser ("DHL") may be deemed to have sole power to direct
the voting and disposition of 1,075 Common Shares. On March 28, 2011,
DHL acquired 75 Common Shares at a purchase price of $9.00 through the
exercise of his rights pursuant to the Company's rights offering. Prior
to this transaction, DHL owned 1,000 Common Shares. MEL Generation
Skipping Trust, a trust set up for the children of DHL, ("MEL Trust")
owns 10,383 shares. DHL disclaims any beneficial, pecuniary or residual
interest in MEL Trust, does not serve as Trustee and does not have the
power to revoke the MEL Trust.
(2) DHL owns 100% of Hudson Bay Partners, LP ("Hudson Bay"). Hudson Bay
may be deemed to have sole power and DHL may be deemed to have shared
power to direct the voting and disposition of 85,210 Common Shares. On
March 28, 2011, Hudson Bay acquired 3,523 Common Shares at a purchase
price of $9.00 through the exercise of its rights pursuant to the
Company's rights offering and on March 29, 2011, Hudson Bay acquired
34,709 Common Shares at a purchase price of $9.00 pursuant to a standby
purchase agreement with the Company as part of the
Company's rights offering. Prior to these transactions, Hudson Bay owned
46,978 Common Shares.
(3) DHL is the managing member of HBP PW, LLC ("HBP"). HBP may be deemed
to have sole power and DHL may be deemed to have shared power to direct
the voting and disposition of 34,710 Common Shares. On March 29, 2011,
HBP acquired 34,710 Common Shares at a purchase price of $9.00 pursuant
to a standby purchase agreement with the Company as part of the
Company's rights offering. Prior to this transaction, HBP owned 0 Common
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
David H. Lesser is the CEO and Chairman of the Board of Trustees of the
Company. There are no contracts, arrangements or understandings with
respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
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.
DAVID H. LESSER
By: /s/ David H. Lesser
Date: April 7, 2011
HUDSON BAY PARTNERS, LP
By: /s/ David H. Lesser
Name: David H. Lesser
Title: Managing Partner
Date: April 7, 2011
HBP PW, LLC
By: /s/ David H. Lesser
Name: David H. Lesser
Title: Managing Member
Date: April 7, 2011