SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 RULE 13d-2(b)
(Amendment No. 2)
Net Element International, Inc.
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
64111R102
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(CUSIP Number)
December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 64111R102
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
157,100
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
157,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON
IA
CUSIP No. 64111R102
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
0
6. SHARED VOTING POWER
157,100
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
157,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 64111R102
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Item 1(a). Name of Issuer:
Net Element International, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
1450 S. Miami Avenue
Miami, FL 33130
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Item 2(a). Name of Persons Filing:
Pine River Capital Management L.P.
Brian Taylor
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
Brian Taylor
Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
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Item 2(c). Citizenship:
Pine River Capital Management L.P. - Delaware, United States
Brian Taylor - United States
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Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 Par Value
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Item 2(e). CUSIP Number:
64111R102
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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:
Pine River Capital Management L.P. - 157,100
Brian Taylor - 157,100
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(b) Percent of class:
Pine River Capital Management L.P. - 0.6%
Brian Taylor - 0.6%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Pine River Capital Management L.P. - 0
Brian Taylor - 0
(ii) Shared power to vote or to direct the vote:
Pine River Capital Management L.P. - 157,100
Brian Taylor - 157,100
(iii) Sole power to dispose or to direct the disposition of:
Pine River Capital Management L.P. - 0
Brian Taylor - 0
(iv) Shared power to dispose or to direct the disposition of:
Pine River Capital Management L.P. - 157,100
Brian Taylor - 157,100
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].
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
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Item 8. Identification and Classification of Members of the Group.
N/A
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Item 9. Notice of Dissolution of Group.
N/A
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Item 10. Certifications.
By signing below, each reporting person certifies that, to the best
of its knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under
Section 240.14a-11.
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.
PINE RIVER CAPITAL MANAGEMENT L.P.*
By: Pine River Capital Management LLC, its general partner
/s/ Brian Taylor
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By: Brian Taylor
Title: Sole Member
/s/ Brian Taylor*
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Brian Taylor
Date: February 11, 2013
*The Reporting Persons disclaim beneficial ownership in the
common stock reported herein except to the extent of their pecuniary
interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 11, 2013 relating to
the Common Stock, $0.0001 Par Value of Net Element International, Inc.
shall be filed on behalf of the undersigned.
PINE RIVER CAPITAL MANAGEMENT L.P.
By: Pine River Capital Management LLC, its general partner
/s/ Brian Taylor
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By: Brian Taylor
Title: Sole Member
/s/ Brian Taylor
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Brian Taylor