UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~July 312, 2017 ~~(March 31, 2017)~~

OLD PSG WIND-DOWN LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of incorporation or organization)	001-36506 (Commission File Number)		Not Applicable (I.R.S. Employer Identification Number)

100 Domain Drive Exeter, NH (Address of principal executive offices)		03833-4801 (Zip Code)

Registrant’s telephone number, including area code: (603) 610-5802

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

OnAs ~~March~~previously 31announced, ~~2017,~~ Old PSG Wind-down Ltd. (formerly known as Performance Sports Group Ltd.) (~~the~~ “~~Company~~PSG”) and certain of its ~~U.S.~~affiliates ~~and~~(collectively, ~~Canadian~~the ~~subsidiaries~~“Company”) filed avoluntary ~~monthly~~petitions ~~operating~~in ~~report~~the United States Bankruptcy Court for the ~~period~~District ~~beginning~~of ~~February~~Delaware 1,(the ~~2017~~“Court”) ~~and~~for ~~ending~~relief ~~February~~under ~~26,~~Chapter ~~2017~~11 (~~the~~ “~~Monthly~~Chapter ~~Operating Report~~11”) ~~with~~of the United States Bankruptcy ~~Court~~Code, ~~for~~as ~~the~~amended ~~District~~on ofOctober ~~Delaware~~31, in2016. ~~the~~In ~~chapter~~connection 11with ~~cases~~these ~~captioned~~voluntary Inpetitions, reon ~~BPS~~November ~~US Holdings~~28, ~~Inc. et al.~~2016, ~~Ch.~~the 11Court ~~Case~~entered ~~No.~~a ~~16-12373~~Final ~~(Bankr.~~Order D.Pursuant ~~Del.~~to ~~Oct.~~Sections 31105(a), ~~2016~~362(a)(3), ~~[Docket~~and ~~No.~~541 ~~532].~~of ~~Ernst~~the &Bankruptcy ~~Young~~Code ~~Inc.,~~and inBankruptcy ~~its~~Rule ~~capacity~~3001 asEstablishing ~~monitor~~Notification toand ~~the~~Hearing ~~Company,~~Procedures asfor ~~appointed~~Trading byin ~~order~~Equity ofSecurities in Debtors (the ~~Ontario~~“Trading ~~Superior~~Order”), ~~Court~~which ofestablished ~~Justice~~notice ~~(Commercial~~and ~~List)~~hearing ~~intends~~procedures tothat ~~file~~must abe ~~report~~followed onbefore orcertain ~~about~~transfers ~~April~~of 7,equity ~~2017~~securities ~~(the~~in ~~“Monitor~~PSG, ~~Report”)~~or ~~including~~of anany ~~appendix~~beneficial ~~containing~~interest ~~certain~~therein, ~~financial~~are ~~information~~deemed effective. The ~~Monthly~~Trading ~~Operating~~Order ~~Report~~was isimplemented ~~available~~to onprotect the ~~claims~~Company’s ~~agent~~net ~~site~~operating ~~at:~~losses ~~https://cases.primeclerk.com/PSG/Home-DocketInfo~~ and ~~the~~other ~~Monitor~~tax ~~Report~~attributes, ~~will~~including bebuilt-in ~~available~~losses onin ~~the~~its ~~monitor’s site at: http://documentcentre~~assets.~~eycan.com/Pages/Main.aspx?SID=390&Redirect=1.~~

OnIt ~~April~~has 3come to the Company’s attention that certain overseas investment funds affiliated with Bybrook Capital LLP (“Bybrook”) participated in trades in PSG equity securities, ~~2017~~allegedly without actual knowledge of the procedures in the Trading Order or the purchasing restrictions and procedures set forth therein. If not remedied, the ~~Company~~trades ~~also~~could ~~filed~~result ain ~~material~~an ownership change ~~report~~within ~~disclosing~~ the ~~resignation~~meaning of ~~KPMG~~Section ~~LLP~~382 of the Internal Revenue Code of 1986, as amended, which could result in significant cash tax liabilities for the Company’s ~~independent~~in ~~auditor~~connection with its Section 363 asset sale and ~~notification~~an ~~pursuant~~inability to ~~Section~~use ~~10A~~certain of the UCompany’s tax assets to offset income for future periods.S Bybrook asserts that no seller, broker, or agent advised Bybrook of the Trading Order or its contents. ~~Securities~~Upon ~~Exchange~~learning ~~Act~~of the Trading Order, Bybrook, on its own initiative, immediately contacted PSG’s counsel to advise them of the transfers and to resolve the issue consensually. On July 12, 2017, the Company entered into a Stipulation and Order between the Debtors and certain funds affiliated with Bybrook Capital LLP (the “~~Material~~Stipulation”) in ~~Change~~an ~~Report”~~attempt to enforce the Trading Order and mitigate any potential adverse tax consequences arising from a potential ownership change. The Stipulation provides that by no later than 12:00 a.m. EST on July 28, 2017, Bybrook must: (i) rescind all transactions with all sellers (except for certain shares acquired on dates on which Brookfield Asset Management Inc. Aundertook ~~copy~~sales) and restore PSG shares to the sellers of such shares, such that Bybrook and the ~~Material~~respective ~~Change~~sellers ~~Report~~are isin ~~attached~~the ~~hereto~~same position they would have been had the trades never occurred; (ii) sell all shares held by Bybrook in excess of 2,249,062 shares into the market to holders that are not and that would not become Substantial Shareholders (as ~~Exhibit~~defined ~~99.1~~in the Trading Order) as a result of the purchase; (iii) donate all excess shares to ~~this~~qualifying ~~Current~~charities ~~Report~~selected onby ~~Form~~PSG; ~~8-K~~or (iv) divest itself of all excess shares through a combination of (a) rescission transactions restoring the shares to sellers, such that Bybrook and isthe ~~incorporated~~respective ~~herein~~sellers byare ~~reference~~in the same position in which they would have been had the trades never occurred, (b) selling excess shares into the market, and (c) donating excess shares to qualified charities.

~~Item~~While ~~9.01 Financial~~the ~~Statements~~Company intends that the procedures outlined in the Stipulation enforce the Trading Order and ~~Exhibits~~mitigate any potential adverse tax consequences arising from a potential ownership change, the Company can provide no assurance that the outlined procedures in the Stipulation will be completed in a manner that achieves the desired result.

A copy of the Stipulation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release describing the Stipulation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
99.1	Stipulation and Order between the Debtors and certain funds affiliated with Bybrook Capital LLP dated July 12, 2017.	~~Material Change Report, dated April 3, 2017.~~
99.2	Press Release, dated July 12, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~April~~July 312, 2017

OLD PSG WIND-DOWN LTD. By: /s/ ~~Michael~~Brian J. ~~Wall~~Fox Name: ~~Michael~~Brian J. ~~Wall~~Fox Title: ~~President~~Chief Restructuring Officer

Filing Compare · OLD PSG WIND-DOWN LTD.