SC 13D
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)
TRACK GROUP,
INC.
(Name of
Issuer)
Common Stock, $0.0001 par
value
(Title of Class of
Securities)
81373R109
(CUSIP
Number)
Mr.
Bernd Schmitz
Safety Invest S.A.
283, Route d’Arlon
8011 Strassen, Luxembourg
+352 26 71 33
20
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
November 8, 2017
(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 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).
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CUSIP No.
81373R109
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Page 2 of
6
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1
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NAMES OF REPORTING
PERSON:
Safety Invest S.A.
acting in the name and on behalf of its compartment “Secure
I” 1
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(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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CITIZENSHIP OR
PLACE OF ORGANIZATION:
Luxembourg
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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:
1,740,697
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8
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SHARED VOTING
POWER:
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9
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SOLE DISPOSITIVE
POWER:
1,740,697
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10
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SHARED DISPOSITIVE
POWER:
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,740,697
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12
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
◻
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11):
15.3% 2
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS):
CO
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_____________________
1
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A compartment under
Luxembourg law represents a distinct part of the assets and
liabilities of a company but is itself not a legal entity.
Compartmentalization allows for the segregation of assets and
liabilities between compartments where the rights of recourse of
investors and creditors are limited to the assets of the relevant
compartment.
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2
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Calculated based on
the 11,401,650 Common Shares stated to be outstanding as of January
24, 2019 by the Issuer in the Issuer’s Form 10-K/A filed with
the Securities and Exchange Commission on January 28,
2019.
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CUSIP No.
81373R109
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Page 3 of
6
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This amendment to Schedule 13D (the “Amendment”) is filed as the first amendment to the
Statement on Schedule 13D, dated February 5, 2014 (the
“Schedule
13D”), filed on behalf of
Safety Invest S.A. relating to the Common Stock of Track Group,
Inc., a Delaware corporation. This Amendment reflects material
changes in the Schedule 13D, such material changes being more fully
reflected in Item 5 below.
Item 1. Security and
Issuer.
This Amendment
relates to shares of the Common Stock, $0.0001 par value per share
(the “Shares”), of Track Group, Inc., a corporation
organized under the laws of the state of Delaware (the
“Issuer”). The address of the principal executive
offices of the Issuer is 200
E. 5th Avenue, Suite 100,
Naperville, Illinois, 60563.
Item 2. Identity and
Background.
(a)–(c)
This statement is
being filed by Safety Invest S.A. (“Safety”) acting in
the name and on behalf of its compartment “Secure I”
(the “Reporting Person”). The Reporting Person is a
compartment of Safety, a company established under the Luxembourg
Securitization Law and incorporated as a “société
anonyme” under the laws of the Grand Duchy of Luxembourg
whose principal business is to enter into one or more
securitization transactions. A compartment under Luxembourg law
represents a distinct part of the assets and liabilities of a
company but is itself not a legal entity. Compartmentalization
allows for the segregation of assets and liabilities between
compartments where the rights of recourse of investors and
creditors are limited to the assets of the relevant compartment.
The Reporting Person’s principal business address is 283,
Route d'Arolon, 8011 Strassen, Luxembourg.
The owner of Safety
is the SECULUX Trust, an Irish charitable trust for which
Constitutional Trustees Limited (“Constitutional”) acts
as trustee. The total share capital of Safety is held by
Constitutional for the SECULUX Trust. The SECULUX Trust is a
charitable trust with no named beneficiaries where any dividend or
other distribution received by Constitutional will be distributed
in its entirety to charity. Constitutional is a company limited by
shares incorporated under the laws of Ireland whose principal
business is the provision of share trustee and related services.
Constitutional’s principal business address is 22,
Clanwilliam Square, Dublin 2, Ireland. Constitutional is owned by
Mr. Rory Williams, the sole shareholder of Constitutional. The
business address, present principal occupation or employment and
citizenship of Mr. Rory Williams is set forth in Schedule A
attached hereto and incorporated by reference.
The name, business
address, present principal occupation or employment and citizenship
of each director and executive officer of Safety and Constitutional
are set forth in Schedule A attached hereto and incorporated by
reference.
Constitutional
does not directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise have or share
(1) voting power which includes the power to vote, or to
direct the voting of, the Shares; or (2) investment power
which includes the power to dispose, or to direct the disposition
of the Shares.
CUSIP No.
81373R109
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Page 4 of
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(d)
During the last
five years, none of the Reporting Person, Safety nor, to the
knowledge of the Reporting Person, any of the persons listed on
Schedule A attached hereto and incorporated herein by reference,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors, if any).
(e)
During the last
five years, none of the Reporting Person, Safety nor, to the
knowledge of the Reporting Person, any of the persons listed on
Schedule A attached hereto and incorporated herein by reference,
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or
Other Consideration.
The
Reporting Person has not purchased any additional Common Shares
since filing the Schedule 13D. Rather, the Reporting Person sold an
aggregate of 150,000 Shares, for which the Reporting Person
received aggregate consideration in the amount of EUR
172,500.
Item 4. Purpose of
Transaction.
As reported in the Schedule 13D, the Reporting Person acquired the
Shares for the purpose of
carrying out a securitization transaction where the Reporting
Person issued Notes that entitle investors to receive all profits
generated from the Shares (either as dividends or as proceeds from
a sale of the Shares) after deduction of related costs of the
Reporting Person.
Under the terms and conditions of the Notes, holders of the Notes
will not receive Shares as payment in kind, in whole or in part, in
connection with any redemption or other repayment of the Notes, or
in exchange for any interest in the Notes. It is further intended
that the holders of the Notes will not be entitled to exercise the
voting rights attached to the Shares or to direct the Reporting
Person how to exercise the voting rights.
The
Reporting Person also does not envisage exercising any voting
rights or delegating the exercise of the voting rights attached to
the Shares to the holders of the Notes.
The Reporting Person sold the 150,000 Shares in order to fund the
Safety investment vehicle.
The Reporting Person has no intention to but reserves the right to
purchase or sell additional Shares of the Issuer from time to time.
In particular upon maturity of the Notes, the Reporting Person
reserves the right to divest the Shares.
Except as set forth above, the Reporting Person does not have any
plans or proposals that would relate to or would result in one or
more of the actions described in subsections (b) through (j) of
Item 4 of Schedule 13D.
CUSIP No.
81373R109
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Page 5 of
6
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Item 5. Interest in Securities of the
Issuer.
(a)
The Reporting
Person beneficially owns, in the aggregate, 1,740,697 Shares,
representing approximately 15.3% of the Issuer’s outstanding
Shares (based on the 11,401,650 Shares stated to be outstanding as
of January 24, 2019 by the Issuer in the Issuer’s Form 10-K/A
filed with the Securities and Exchange Commission on January 28,
2019). To the knowledge of the Reporting Person, none of the
persons listed on Schedule A hereto beneficially owns any
Shares.
(b)
The Reporting
Person has sole voting power and sole dispositive power with regard
to 1,740,697 Shares.
Constitutional does
not directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise have or share
(1) voting power which includes the power to vote, or to
direct the voting of, the Shares; or (2) investment power
which includes the power to dispose, or to direct the disposition
of the Shares.
(c)
Except as set forth
in Item 3 above, none of the Reporting Person, Safety or to
their knowledge, any other person or entity referred to in
Item 2 (including those listed on Schedule A hereto) has
effected any transactions in the Shares during the past 60
days.
(d)
As described in
Item 4 above, holders of the Notes will be entitled to receive
all profits generated from the Shares (either as dividends or as
proceeds from a sale of the Shares) after deduction of the related
costs of the Reporting Person. As of the date of this statement,
the Reporting Person is aware that Shard Capital Partners LLP, a
broker acting on behalf of its clients, has purchased all of the
Notes, representing 19.3% of the Shares. The Reporting Person is
not aware of the ultimate beneficial owner or owners of the Notes
purchased by Shard Capital Partners LLP.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to the Securities of
the Issuer
The Reporting
Person is a party to the securities purchase agreement described in
Item 3 above.
Item 7. Materials to be Filed as
Exhibits
Exhibit No.
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Description
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Securities Purchase
Agreement by and between the Reporting Person and Shared Capital
Partners LLP dated February 5, 2014 (incorporated by
reference to Exhibit 99.1 of the Schedule 13D)
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Terms and conditions of
the Notes (incorporated by reference to Exhibit 99.1 of the
Schedule 13D)
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CUSIP No.
81373R109
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Page 6 of
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Signatures
After reasonable
inquiry and to the best knowledge and belief of the undersigned,
such person certifies that the information set forth in this
Statement with respect to such person is true, complete and
correct.
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Dated: March 20,
2019
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By:
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/s/ Bernd
Schmidtz
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Name: Bernd
Schmidtz
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Title:
Director
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SCHEDULE
A
Executive Officers and Directors of Safety
Invest S.A.
The names and
titles of the executive officers and directors of Safety Invest
S.A., their principal occupation and citizenship are set out below.
The business address of each of the executive officers and
directors is that of Safety Invest S.A. at 283, Route d'Arolon,
8011 Strassen, Luxembourg.
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Name
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Title
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Principal
Occupation
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Citizenship
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Bernd Schmitz
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Director
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Banker
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German
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Executive Officers and Directors of
Constitutional Trustees Limited
The names and
titles of the executive officers and directors of Constitutional
Trustees Limited, their principal occupation and citizenship are
set out below. The business address of each of the executive
officers and directors is that of Constitutional Trustees Limited
at 22 Clanwillliam Square, Dublin 2, Ireland.
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Name
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Title
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Principal
Occupation
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Citizenship
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Rory
Williams
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Director
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Chartered Accountant at
Williams Merrigan Limited, a firm of Chartered Accountants whose
principal business address is 22 Clanwilliam Square, Grand Canal
Quay, Dublin 2
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Ireland
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