SC 13G 1 d1031157_13g.txt 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) Quaterra Resources Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, No Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 747952109 -------------------------------------------------------------------------------- (CUSIP Number) September 10, 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 information required in 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 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). CUSIP No. 747952109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Libra Advisors, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 6,689,534 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 6,689,534 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,689,534 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 747952109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Libra Associates, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 5,765,900 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 5,765,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,765,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 747952109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Libra Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 5,765,900 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 5,765,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,765,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 747952109 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ranjan Tandon 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 6,689,534 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 6,689,534 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,689,534 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 747952109 --------- Item 1(a). Name of Issuer: Quaterra Resources Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 1100 - 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Libra Advisors, LLC Libra Associates, LLC Libra Fund, L.P. Ranjan Tandon, Managing Member of Libra Advisors, LLC and Libra Associates, LLC -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: Libra Advisors, LLC 909 Third Avenue 29th Floor New York, New York 10022 Libra Associates, LLC 909 Third Avenue 29th Floor New York, New York 10022 Libra Fund, L.P. 909 Third Avenue 29th Floor New York, New York 10022 Ranjan Tandon c/o Libra Advisors, LLC 909 Third Avenue 29th Floor New York, New York 10022 -------------------------------------------------------------------- (c). Citizenship: Libra Advisors, LLC - New York limited liability company Libra Associates, LLC - Delaware limited liability company Libra Fund, L.P. - Delaware limited partnership Ranjan Tandon - United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Shares, No Par Value -------------------------------------------------------------------- (e). CUSIP Number: 747952109 -------------------------------------------------------------------- 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) [_] 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: 5,765,900 shares deemed beneficially owned by Libra Associates, LLC; 5,765,900 shares deemed beneficially owned by Libra Fund, L.P.; 6,689,534 shares deemed beneficially owned by Libra Advisors, LLC; 6,689,534 shares deemed beneficially owned by Ranjan Tandon. ---------------------------------------------------------------------- (b) Percent of class: 5.8% deemed beneficially owned by Libra Associates, LLC; 5.8% deemed beneficially owned by Libra Fund, L.P.; 6.6% deemed beneficially owned by Libra Advisors, LLC; 6.6% deemed beneficially owned by Ranjan Tandon. ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Libra Associates, LLC: 0 Libra Fund, L.P.: 0 Libra Advisors, LLC: 0 Ranjan Tandon: 0 (ii) Shared power to vote or to direct the vote Libra Associates, LLC: 5,765,900 Libra Fund, L.P.: 5,765,900 Libra Advisors, LLC: 6,689,534 Ranjan Tandon: 6,689,534 (iii) Sole power to dispose or to direct the disposition of Libra Associates, LLC: 0 Libra Fund, L.P.: 0 Libra Advisors, LLC: 0 Ranjan Tandon: 0 (iv) Shared power to dispose or to direct the disposition of Libra Associates, LLC: 5,765,900 Libra Fund, L.P.: 5,765,900 Libra Advisors, LLC: 6,689,534 Ranjan Tandon: 6,689,534 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 [ ]. Not Applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person. The shares reported herein are held in the accounts of two private investment funds (the "Funds"), including Libra Fund, L.P., the investments of which are managed by Libra Advisors, LLC and/or Libra Associates, LLC, each of which Ranjan Tandon is the managing member. Libra Fund, L.P. is the only one of the Funds which beneficially owns more than five percent of the shares reported herein. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below the Reporting Persons certify that, to the best of their 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 such purpose or effect. 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. Date: September 21, 2009 LIBRA ADVISORS, LLC*** By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA ASSOCIATES, LLC*** By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA FUND, L.P.*** By: LIBRA ASSOCIATES, LLC General Partner By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member RANJAN TANDON*** /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon *** The Reporting Persons specifically disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G relating to the Common Shares, No Par Value, of Quaterra Resources Inc. shall be filed on behalf of the undersigned. Date: September 21, 2009 LIBRA ADVISORS, LLC By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA ASSOCIATES, LLC By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member LIBRA FUND, L.P. By: LIBRA ASSOCIATES, LLC its General Partner By: /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon Title: Managing Member RANJAN TANDON /s/ Ranjan Tandon --------------------- Name: Ranjan Tandon SK 03784 0001 1031157