Edgar Filing: Q4 Funding LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Q Funding III, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2010

3. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [FUN]

(Last)

(First)

(Middle)

301 COMMERCE STREET,Â SUITE 3200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

FORT WORTH,Â TXÂ 76102

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Units Representing Limited Partner Interests	5,576,069	D ⁽¹⁾	Â
Units Representing Limited Partner Interests	428,987	D ⁽²⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Swap ⁽³⁾	01/20/2010⁽⁴⁾	07/09/2012	Units Representing Limited Partner Interests	31,400	$ 11.26	I	See footnote ⁽³⁾
Equity Swap ⁽³⁾	01/20/2010⁽⁵⁾	07/09/2012	Units Representing Limited Partner Interests	228,600	$ 11.93	I	See footnote ⁽³⁾
Equity Swap ⁽³⁾	01/20/2010⁽⁶⁾	07/09/2012	Units Representing Limited Partner Interests	290,900	$ 11.97	I	See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Q Funding III, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
Prufrock Onshore, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
J Alfred Onshore, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
Q4 Funding LP 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
Star Spangled Sprockets, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
Excalibur Domestic, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â

Signatures

Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P., general partner of Q Funding III, L.P.		02/01/2010
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P.		02/01/2010
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for J Alfred Onshore, LLC		02/01/2010
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P., general partner of Q4 Funding, L.P.		02/01/2010
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P.		02/01/2010
^**Signature of Reporting Person		Date
Brandon Teague, Director of Trading for Excalibur Domestic, LLC		02/01/2010
^**Signature of Reporting Person		Date
Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor		02/01/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Units are held directly by Q Funding III, L.P. ("Q3"). J Alfred Onshore, LLC ("J Alfred") is the general partner of Prufrock Onshore, L.P. ("Prufrock"), which is the general partner of Q3. Geoffrey P. Raynor ("Raynor") is the person who controls J Alfred. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Filing Act of 1934, each of J Alfred, Prufrock and Raynor is deemed to be the beneficial owner of any Units beneficially owned by Q3 only to the extent of the greater of his or its respective direct or indirect interest.
(2)	The Units are held directly by Q4 Funding, L.P. ("Q4"). Excalibur Domestic, LLC ("Excalibur") is the general partner of Star Spangled Sprockets, L.P. ("Star"), which is the general partner of Q4. Raynor is the person who controls Excalibur. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Filing Act of 1934, each of Excalibur, Star and Raynor is deemed to be the beneficial owner of any Units beneficially owned by Q4 only to the extent of the greater of his or its respective direct or indirect interest. January 25, 2010 is the Date of Event requiring Q4 to file on Form 3.
(3)	Raynor, one of the reporting persons, holds an interest in the equity swap transactions reported herein. The equity swaps were entered into by Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2 Investments, LDC. Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated and Raynor is the sole shareholder of Scepter.
(4)	Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $353,564.00, representing $11.26 per Unit for the 31,400 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 31,400 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units.
(5)	Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $2,727,198.00, representing $11.93 per Unit for the 228,600 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 228,600 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units.
(6)	Amalgamated is party to an equity swap transaction with a securities broker under which, upon exercise, (i) Amalgamated will be obligated to pay to the broker $3,482,073.00, representing $11.97 per Unit for the 290,900 Units of the Issuer that are the subject of the transaction, and (ii) the broker will be obligated to pay to Amalgamated the market value of the 290,900 Units. The transaction is currently exercisable by Amalgamated. An amount equal to any dividends declared and paid on such Units during the term of the transaction will be paid to Amalgamated. This transaction is a cash settled equity swap and does not give Amalgamated any beneficial ownership of any such Units or any right to vote, acquire or dispose of any such Units.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.