UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.3)*
Destiny Media Technologies
Inc.
(Name
of Issuer)
Common Stock, par value
$.001
(Title
of Class of Securities)
25063G 20
4
(CUSIP
Number)
December 31,
2009
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities,
and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
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).
(Continued
on the Following Pages)
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,965,300
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
2,965,300
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,965,300
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.7%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
2,965,300
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
2,965,300
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
2,965,300
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.7%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.8%
12.TYPE OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of common stock, $.001 par value
(the "Common Stock") of Destiny Media Technologies Inc. (“Issuer”) beneficially
owned by the Reporting Persons identified below as of February 3, 2009 and
amends and supplements the Schedule 13G filed on August 10, 2007, as previously
amended (collectively, the "Schedule 13G"). Except as set forth
herein, the Schedule 13G is unmodified.
The
names of the persons filing this statement on Schedule 13G are (collectively,
the “Reporting Persons”):
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·
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Sabre
Value Fund LP (the “Fund”).
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·
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Sabre
Value Advisors LLC (“Sabre
Advisors”).
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·
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Aaron
Edelheit (“Mr. Edelheit”).
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ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
The
Fund beneficially owns 2,965,300 shares of Common Stock.
Sabre
Advisors, as the managing general partner of the Fund, is deemed to beneficially
own the 2,965,300 shares of Common Stock owned by the Fund.
Mr.
Edelheit, as the managing member of Sabre Advisors, is deemed to beneficially
own the 2,965,300 shares of Common Stock owned by the Fund and an additional
45,000 shares of Common Stock that he owns personally, for a total of 3,010,300 shares
of Common Stock.
Collectively,
the Reporting Persons beneficially own the 3,010,300 shares
of Common Stock held by the Fund.
Each
of the Fund’s and Sabre Advisors’ beneficial ownership of 2,965,300 shares of
Common Stock represents 5.7% of all of the outstanding shares of Common
Stock.
Mr.
Edelheit’s beneficial ownership of 3,010,300 shares
of Common Stock represents 5.8% of all of the outstanding shares of Common
Stock.
Collectively,
the Reporting Persons’ beneficial ownership of 3,010,300 shares
of Common Stock represents 5.8% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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Mr.
Edelheit has sole power to vote or to direct the vote of the 45,000 shares of
Common Stock that he owns personally.
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(ii)
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Shared
power to vote or to direct the vote of shares of Common
Stock:
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The
Fund, Sabre Advisors and Mr. Edelheit have
shared power to vote or direct the vote of the 2,965,300 shares of Common Stock
held by the Fund.
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(iii)
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Sole
power to dispose or to direct the disposition of shares of Common
Stock:
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Mr.
Edelheit has sole power to dispose or to direct the disposition of the 45,000
shares of Common Stock that he owns personally.
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(iv)
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Shared
power to dispose or to direct the disposition of shares of Common
Stock:
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The
Fund, Sabre Advisors and Mr. Edelheit have
shared power to dispose or direct the disposition of the 2,965,300 shares of
Common Stock beneficially held by Onshore Fund.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
each
of the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
12, 2010
SABRE
VALUE FUND LP
By:
Sabre Value
Advisors LLC, as General Partner
By: /s/ Aaron Edelheit
Aaron Edelheit, Managing Member
SABRE
VALUE ADVISORS LLC
By:
/s/ Aaron Edelheit
Aaron Edelheit, Managing Member
/s/
Aaron Edelheit
Aaron Edelheit