|
NEWLEAD HOLDINGS, LTD
|
|
|
(Name of Issuer) |
|
|
|
|
|
Common Stock, $.01 Par Value |
|
|
(Title of Class of Securities) |
|
|
|
|
|
G64626 305
|
|
|
(CUSIP Number) |
|
|
|
|
|
September 2, 2016
|
|
|
(Date of Event Which Requires Filing of this Statement) |
|
|
|
|
☐
|
Rule 13d-1(b) |
☑ |
Rule 13d-1(c) |
☐ |
Rule 13d-1(d) |
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Perian Salviola
| ||
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☑ | ||
3. |
SEC Use Only
| ||
4. |
Citizenship of Place of Organization
United States
| ||
Number of Shares
Beneficially
Owned by Each
Reporting Person
With |
5. |
Sole Voting Power
| |
6. |
Shared Voting Power
0 | ||
7. |
Sole Dispositive Power
71,500,000 | ||
8. |
Shared Dispositive Power
0 | ||
9. |
Aggregate Amount Beneficially Owned by each Reporting Person
71,500,000 | ||
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☑
| ||
11. |
Percent of Class Represented by Amount in Row 9
8.7%1 | ||
12. |
Type of Reporting Person (See Instructions)
IN |
(a) |
The Reporting Person may be deemed to have beneficially owned 71,500,000 shares of Common Stock through her ownership of Pallas Holdings, LLC. The Reporting Person is a member and the sole manager of Pallas Holdings, LLC. |
|
|
|
The shares owned by the Reporting Person were issued in connection with the sale to a subsidiary of the Issuer by Pallas Highwall Mining LLC of Viking Prep Plant, LLC. |
|
|
|
In the Viking Prep Plant transaction, as part of the consideration, the Issuer issued a convertible note in the original principal amount of $24,000,000. On or about September 2016, the Company issued the Reporting Person 71,500,000 shares toward payment of such note. The Company has the option to pay the principal and interest in cash or shares of common stock. The acquisition agreement also includes
a true-up of the proceeds from such shares, but the amount cannot be calculated until such time as all shares issued as consideration of the purchase price have been sold. The Issuer has previously issued shares to the Reporting Person, all of which have been sold. |
(b) |
Percent of class of Common Stock beneficially owned by the Reporting Persons: |
8.7% |
(c) |
Number of shares of Common Stock to which each Reporting Person has: | |
|
|
|
|
(i) |
sole power to vote or to direct the vote: |
|
|
|
|
|
See Item 5 of cover page, which is incorporated herein by reference. |
|
|
|
|
(ii) |
shared power to vote or to direct the vote: |
|
|
|
|
|
See Item 6 of cover page, which is incorporated herein by reference. |
|
|
|
|
(iii) |
sole power to dispose or to direct the disposition of: |
|
|
|
|
|
See Item 7 of cover page, which is incorporated herein by reference. |
|
|
|
|
(iv) |
shared power to dispose or to direct the disposition of: |
|
|
|
|
|
See Item 8 of cover page, which is incorporated herein by reference. |
|
|
| |
|
|
|
|
Dated:September 6, 2016 |
By: |
/s/ Perian Salviola |
|
|
|
PERIAN SALVIOLA |
|
|
|
|
|