Amended Statement of Beneficial Ownership (sc 13d/a)
19 10월 2021 - 5:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 1)1
LM
Funding America, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
502074404
(CUSIP
Number)
DAVID
ELLIOT LAZAR
C/O
CUSTODIAN VENTURES LLC
1185
Avenue of the Americas, Third Floor
New
York, New York 10036
(646)
768-8417
SPENCER
FELDMAN, ESQ.
KENNETH
A. SCHLESINGER, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October 15, 2021
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
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).
|
1
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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.
|
1
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NAME
OF REPORTING PERSONS
CUSTODIAN
VENTURES LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
WYOMING
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
- 0 -
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
0 -
|
12
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSONS
DAVID
ELLIOT LAZAR
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO,
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA,
ISRAEL
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
-
0 -
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
0 -
|
12
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The following constitutes Amendment
No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as
specifically set forth herein.
|
Item 5.
|
Interest in Securities of the Issuer.
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The aggregate percentage of Shares
reported owned by each person named herein is based upon 5,414,296 Shares outstanding, which is the total number of Shares outstanding
as of August 31, 2021, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on September 9, 2021.
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(a)
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As of the close of business on October 15, 2021, Custodian Ventures did not beneficially own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
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(c)
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The transactions in the Shares by Custodian Ventures during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
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(a)
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As of the close of business on October 15, 2021, Mr. Lazar did not beneficially own any Shares.
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Percentage: 0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
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(c)
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The transactions in the Shares on behalf of Custodian during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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The filing of this Schedule 13D
shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
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(e)
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As of October 15, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 18, 2021
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CUSTODIAN VENTURES LLC
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By:
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/s/ David Elliot Lazar
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Name:
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David Elliot Lazar
|
|
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Title:
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Chief Executive Officer
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/s/
David Elliot Lazar
|
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David
Elliot Lazar
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SCHEDULE A
Transaction in the Shares During the Past Sixty
Days
Nature of Transaction
|
|
Common Stock
Sold
|
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Price Per
Share($)
|
|
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Date of
Sale
|
|
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CUSTODIAN VENTURES LLC
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|
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|
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Sale of Common Stock
|
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283,103
|
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5.16141
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10/15/2021
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1
The price reported is a weighted average price. These Shares were
sold in multiple transactions at prices ranging from $4.8302 to $5.3700 per Share. The Reporting Persons undertake to provide to the
Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding
the number of Shares sold at each separate price within the range set forth in this footnote 1.
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