Amended Statement of Beneficial Ownership (sc 13d/a)
12 3월 2021 - 6:10AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 8)*
USANA
Health Sciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
90328M107
(CUSIP Number)
Dr. Myron W. Wentz
c/o USANA Health Sciences, Inc.
3838
West Parkway Boulevard
Salt Lake City, Utah 84120
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 9, 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 Rule 13d-7 for other parties to whom copies
are to be sent.
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*
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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.
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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. 90328M107
1
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NAMES OF REPORTING PERSONS
Gull Global Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
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6
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CITIZEN OR PLACE OF ORGANIZATION
The Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,985,743
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,985,743
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,985,743
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 90328M107
1
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NAMES OF REPORTING PERSONS
Myron W. Wentz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
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6
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CITIZEN OR PLACE OF ORGANIZATION
St. Kitts & Nevis
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,985,743
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,985,743
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,985,743
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3%
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14
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TYPE OF REPORTING PERSON
IN
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Explanatory Note:
This Amendment No. 8 (this “Amendment
No. 8”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”)
on May 23, 2008 by Myron W. Wentz (“Dr. Wentz”) and certain other reporting persons named therein, and amended by Amendment
No. 1 thereto filed on May 22, 2018, Amendment No. 2 thereto filed on June 1, 2018, Amendment No. 3 thereto filed on August 7,
2018, Amendment No. 4 thereto filed on October 2, 2018, and Amendment No. 5 thereto filed on February 11, 2020, Amendment No. 6
filed on May 7, 2020, and Amendment No. 7 filed on August 24, 2020 by Dr. Wentz and Gull Global Limited (“Gull Global”)
(as so amended, the “Schedule 13D”), relating to the common stock, par value $0.001 per share (“Shares”
or “Common Stock”), of USANA Health Sciences, Inc., a Utah corporation. This Amendment No. 8 reflects changes to items
4, 5 and 7 of the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings set forth
in the Schedule 13D as amended prior to this Amendment No. 8.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
“On March 9, 2021 the Reporting
Persons sold an aggregate of 500,000 Shares, for aggregate gross proceeds of $47,500,000 for liquidity purposes.”
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) Gull
Global is the direct beneficial owner of 7,985,743 Shares, constituting approximately 38.3% of the outstanding Shares, based on
20,852,268 Shares outstanding as of February 26, 2021 as reported by the Issuer in its Quarterly Report on Form 10-K filed with
the Commission on March 2, 2021. Dr. Wentz is deemed to be the beneficial owner of the 7,985,743 Shares, constituting approximately
38.3% of the outstanding Shares, held by Gull Global.
(b) The
Reporting Persons share the power to vote or direct the vote of the Shares beneficially owned by them, and the power to dispose
of or direct the disposition of such Shares.
(c) The
following table describes all transactions in the Common Stock that were effected by the Reporting Persons during the 60-day period
prior to the date of this Amendment No. 8. Except for the transactions set forth below, neither the Reporting Persons nor, to the
best of the Reporting Persons’ knowledge, any person named in Item 2 of the Schedule 13D, has effected any other transactions
in the Common Stock during such 60-day period.
Date of Transaction (1)
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Number of Shares Sold
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Price per Share
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Type of Transaction
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3/9/2021
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500,000
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$95.00
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Open Market Block Trade
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(1)
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The shares were held directly by Gull Global.
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Item 7.
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Material to Be Filed as Exhibits.
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Item
7 of the Schedule 13D is hereby amended and supplemented by adding reference to the following exhibit filed with this Amendment
No. 8:
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Exhibit 1
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Joint Filing Agreement
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SIGNATURES
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: March 11, 2021
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Gull Global Limited
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By:
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/s/ Valarie A. Hing
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Name:
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Valarie A. Hing
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Title:
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Attorney in Fact
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MYRON W. WENTZ
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By:
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/s/ Valarie A. Hing
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Name:
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Valarie A.
Hing
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Title:
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Attorney in Fact
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Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees
that this Amendment No. 8 to the statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf
of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: March 11, 2021
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Gull Global Limited
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By:
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/s/ Valarie A. Hing
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Name:
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Valarie A. Hing
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Title:
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Attorney in Fact
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MYRON W. WENTZ
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By:
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/s/ Valarie A. Hing
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Name:
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Valarie A.
Hing
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Title:
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Attorney in Fact
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USANA Health Sciences (NYSE:USNA)
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