Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Cedar Fair, L.P.

(Name of Issuer)

Units Representing Limited Partner Interests

(Title of Class of Securities)

150185106

(CUSIP Number)

December 31, 2012

(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).

 
CUSIP No. 150185106   13G  
     
1.   NAMES OF REPORTING PERSONS

Prufrock Onshore, 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
 
Texas		    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% 		   
12.   TYPE OF REPORTING PERSON (see instructions)

IA		    
 
 
CUSIP No. 150185106   13G  
     
1.   NAMES OF REPORTING PERSONS

Star Spangled Sprockets, 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
 
Texas		    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% 		   
12.   TYPE OF REPORTING PERSON (see instructions)

IA		    
 
 
CUSIP No. 150185106   13G  
     
1.   NAMES OF REPORTING PERSONS

Amalgamated Gadget, 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
 
Texas		    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% 		   
12.   TYPE OF REPORTING PERSON (see instructions)

IA		    
 
 
CUSIP No. 150185106   13G  
     
1.   NAMES OF REPORTING PERSONS

Scepter Holdings, Inc. 		   
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
 
Texas		    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% 		   
12.   TYPE OF REPORTING PERSON (see instructions)

IA		    
 
 
CUSIP No. 150185106   13G  
     
1.   NAMES OF REPORTING PERSONS

Geoffrey Raynor 		   
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
 
Texas		    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% 		   
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    
 
  
  13G  
   

Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby amend their Schedule 13G Statement dated May 22, 2012 (the “Schedule 13G”), relating to the Units Representing Limited Partner Interests (the “Units”), of Cedar Fair, L.P. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those specified in the Schedule 13G.
 
Items 4 and 5 are hereby amended and restated in their entirety as follows:

Item 4.  Ownership.

(a)-(b)

None of Prufrock, Star, Amalgamated, Scepter, Raynor, J Alfred, or Excalibur is the beneficial owner of any Units.

(c)

None of Prufrock, Star, Amalgamated, Scepter, Raynor, J Alfred, or Excalibur has the power to vote or to direct the vote or to dispose or to direct the disposition of any Units.

Item 5.  Ownership of 5 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. 

 
 
  13G  
     

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.

DATED: January 30, 2013

PRUFROCK ONSHORE, L.P.

By: J Alfred Onshore, LLC, its general partner

By: /S/ Brandon Teague

Brandon Teague, Director of Trading


STAR SPANGLED SPROCKETS, L.P.

By: Excalibur Domestic, LLC, its general partner

By: /S/ Brandon Teague

Brandon Teague, Director of Trading


AMALGAMATED GADGET, L.P.

By: Scepter Holdings, Inc., its general partner

By: /S/ Brandon Teague

Brandon Teague, Director of Trading


SCEPTER HOLDINGS, INC.

By: /S/ Brandon Teague

Brandon Teague, Director of Trading


GEOFFREY RAYNOR

By: /S/ Brandon Teague

Brandon Teague, as Attorney-in-Fact for Geoffrey Raynor