0001104659-13-087562.txt : 20131129 0001104659-13-087562.hdr.sgml : 20131128 20131127185923 ACCESSION NUMBER: 0001104659-13-087562 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131129 DATE AS OF CHANGE: 20131127 GROUP MEMBERS: CARL MEYER GROUP MEMBERS: RALPH FINERMAN GROUP MEMBERS: SILVER ROCK FINANCIAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Levy Acquisition Corp CENTRAL INDEX KEY: 0001585583 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87713 FILM NUMBER: 131248841 BUSINESS ADDRESS: STREET 1: 444 NORTH MICHIGAN AVENUE STREET 2: SUITE 3500 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-267-4190 MAIL ADDRESS: STREET 1: 444 NORTH MICHIGAN AVENUE STREET 2: SUITE 3500 CITY: CHICAGO STATE: IL ZIP: 60611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mounte LLC CENTRAL INDEX KEY: 0001348608 IRS NUMBER: 203972016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1250 FOURTH STREET STREET 2: SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: (310) 570-4900 MAIL ADDRESS: STREET 1: 1250 FOURTH STREET STREET 2: SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G 1 a13-25310_1sc13g.htm SC 13G

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 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 13d-2(b)

(Amendment No.     ) *

 

Levy Acquisition Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

52748T203

(CUSIP Number)

November 19, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 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 ("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

Names of Reporting Persons
Silver Rock Financial LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,000,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,000,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
5.3%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 

 

2


 

 

1

Names of Reporting Persons
Mounte LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
400,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
400,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
400,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
2.1%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 

 

3


 

 

1

Names of Reporting Persons
Ralph Finerman

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen 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
1,400,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,400,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
7.5%

 

 

12

Type of Reporting Person
IN

 

 

4


 

 

1

Names of Reporting Persons
Carl Meyer

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen 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
1,400,000

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,400,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
7.5%

 

 

12

Type of Reporting Person
IN

 

 

5


 

Item 1.

 

 

(a)

Name of Issuer:

Levy Acquisition Corp.

 

 

(b)

Address of Issuer’s Principal Executive Offices:

444 North Michigan Avenue

Suite 3500

Chicago, IL 60611

 

 

 

Item 2.

 

 

(a)

Name of Person Filing:

This statement is filed on behalf of Silver Rock Financial LLC (“Silver Rock”), Mounte LLC (“Mounte”), Ralph Finerman and Carl Meyer, each of whom is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

 

(b)

Address of Principal Business Office or, if none, Residence:

The business address of each Reporting Person is 1250 Fourth Street, Santa Monica, California 90401.

 

 

(c)

Citizenship:

Silver Rock and Mounte are organized under the laws of the state of Delaware. Ralph Finerman and Carl Meyer are each a citizen of the United States.

 

 

(d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

 

 

(e)

CUSIP Number:

52748T203

 

 

 

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:

 

 

Not applicable.

Item 4.

Ownership.

 

 

Ownership (a-c)

 

6


 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of November 19, 2013, based upon 18,750,000 shares of the Issuer’s Common Stock outstanding as of the same date.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Silver Rock Financial LLC

 

1,000,000

 

5.3

%

0

 

1,000,000

 

0

 

1,000,000

 

Mounte LLC

 

400,000

 

2.1

%

0

 

400,000

 

0

 

400,000

 

Ralph Finerman

 

1,400,000

 

7.5

%

0

 

1,400,000

 

0

 

1,400,000

 

Carl Meyer

 

1,400,000

 

7.5

%

0

 

1,400,000

 

0

 

1,400,000

 

 

Silver Rock is the record holder of 1,000,000 shares of common stock, and Mounte is the record holder of 400,000 shares of common stock.

 

Mr. Ralph Finerman is the manager of each of Silver Rock and Mounte, and in such position has the power to vote and dispose of the shares held by each of Silver Rock and Mounte.  As such, Mr. Finerman may be deemed to share beneficial ownership of all of the common stock owned beneficially by Silver Rock and Mounte.

 

Mr. Carl Meyer is the Chief Investment Officer of Silver Rock.  Mr. Meyer has the power to vote and dispose of the shares held by each of Silver Rock and Mounte.  As such, Mr. Meyer may be deemed to share beneficial ownership of all of the common stock owned beneficially by Silver Rock and Mounte.

 

Silver Rock is managed by a management committee, consisting of four individuals, Mr. Finerman, Jeffrey Green, Stanley Maron, and Richard Sandler, which also has the power to vote and dispose of the shares held by Silver Rock, by approval of a majority of the management committee. Mr. Sandler is also a trustee of certain trusts which together hold a majority of the LLC interests of Silver Rock. In such capacities, each of the foregoing individuals may be deemed to share beneficial ownership of the common stock owned beneficially by Silver Rock, but each disclaims any such beneficial ownership.

 

The Reporting Persons may be deemed to be a group with respect to the beneficial ownership of the shares, but do not affirm the existence of any such group.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

7


 

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.

 

8


 

Item 10.

Certification.

By signing below I certify that, to the best of my 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 that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  November 27, 2013

 

 

SILVER ROCK FINANCIAL LLC

 

 

 

By:

/s/ Ralph Finerman

 

Name:

Ralph Finerman

 

Title:

Manager

 

 

 

 

 

MOUNTE LLC

 

 

 

By:

/s/ Ralph Finerman

 

Name:

Ralph Finerman

 

Title:

Manager

 

 

 

 

 

RALPH FINERMAN

 

 

 

/s/ Ralph Finerman

 

 

 

 

 

CARL MEYER

 

 

 

/s/ Carl Meyer

 

9


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

10

 EX-99 2 a13-25310_1ex99.htm EX-99

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of the foregoing statement on Schedule 13G, and amendments thereto, with respect to the common stock beneficially owned by each of them of Levy Acquisition Corp.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 27th day of November, 2013.

 

 

 

SILVER ROCK FINANCIAL LLC

 

 

 

By:

/s/ Ralph Finerman

 

Name:

Ralph Finerman

 

Title:

Manager

 

 

 

 

 

MOUNTE LLC

 

 

 

By:

/s/ Ralph Finerman

 

Name:

Ralph Finerman

 

Title:

Manager

 

 

 

 

 

RALPH FINERMAN

 

 

 

/s/ Ralph Finerman

 

 

 

 

 

CARL MEYER

 

 

 

/s/ Carl Meyer

 

1