SC 13D/A 1 wcr20170106_sc13da.htm SCHEDULE 13D/A wcr20170106_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

Western Capital Resources, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

957881 10 5

(CUSIP Number)

 

WCR, LLC

c/o Blackstreet Capital Management, LLC

5425 Wisconsin Avenue, Suite 701

Chevy Chase, MD 20815

Phone: (240) 223-1322

 

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

December 27, 2016

(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).

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 2 of 18 Pages

 

         

 

Introduction

 

This Amendment No. 7 to Schedule 13D is being filed with the U.S. Securities and Exchange Commission (the “SEC”) on behalf of WCR, LLC, a Delaware limited liability company (“WCR”), BCP 2 WCR, LLC, a Delaware limited liability company (“BCP 2 WCR”), BCA 2 WCR, LLC, a Delaware limited liability company (“BCA 2 WCR”), Blackstreet Capital Partners (QP) II, L.P., a Delaware limited partnership (“BCP QP”), Blackstreet Capital Advisors, LLC, a Delaware limited liability company ("BCA"), Blackstreet Capital Advisors II, LLC, a Delaware limited liability company (“BCA II”), BC Alpha Holdings I, LLC, a Delaware limited liability company (“BCAH I”), BCP2 Alpha, LLC, a Delaware limited liability company (“BCP2 Alpha”), Blackstreet Capital Management, LLC, a Delaware limited liability company (“BCM”), Blackstreet Capital Investors, LLC a Delaware limited liability company ("BCI"), and Murry N. Gunty, an individual (collectively, the “Reporting Persons”), who have been or may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons have entered into a Joinder Agreement, dated January 6, 2017, filed herewith as Exhibit 99.1, to those certain Agreements as to Joint Filing Pursuant to Regulation 240.13d-1(K)(1)(iii), dated April 12, 2010, November 3, 2010, and July 3, 2013, as amended by that certain Joinder Agreement to the Agreements as to Joint Filing, which was previously filed with Amendment No. 3 to Schedule 13D filed with the SEC on October 14, 2014, and by that certain Joinder Agreement, dated July 13, 2015, to the Agreements as to Joint Filing, which was previously filed with Amendment No. 5 to Schedule 13D filed with the SEC on July 13, 2015.

 

On December 16, 2016, BCM, as the manager of BCAH I, authorized the distribution, without consideration, of 1,686,823 shares of common stock of the Issuer held by BCAH I (the "BCAH I Shares") to the members of BCAH I. Of the BCAH I Shares, BCP2 Alpha received 1,543,182 shares (the "BCP2 Alpha Shares"). BCP2 Alpha then distributed, without consideration, the BCP2 Alpha Shares to its members, including BCP QP. Of the BCP2 Alpha Shares, BCP QP received 1,512,318 shares (the "BCP QP Shares"). BCP QP then immediately distributed, without consideration, all BCP QP Shares to its partners, including BCA II and Mr. Gunty who received 381,677 shares and 15,654 shares, respectively.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 3 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

WCR, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) 

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

          ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

WCR, LLC is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

4,117,510

 

8

SHARED VOTING POWER
0

 

 

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

4,117,510

 

10

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  

 

 

 

 

 

Common Stock:

 

4,117,510

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  

 

 

Common Stock

43.35%1 

 

    

14

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

1 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 4 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

BCA 2 WCR, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

BCA 2 WCR, LLC is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

4,117,510

  

8

SHARED VOTING POWER
0

 

 

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

4,117,510

  

10

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  

 

 

 

 

 

Common Stock:

 

4,117,510

 

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

43.35%2

     

14

TYPE OF REPORTING PERSON (see instructions)

 

OO, HC

 

 

2 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 5 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Blackstreet Capital Management, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐ 

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions) 

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

        ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Blackstreet Capital Management, LLC, is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

1,480,693

 

8

SHARED VOTING POWER
0

 

 

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

1,480,693

 

10

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Common Stock:

 

1,480,6933

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

15.59%4

14

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

3 Such shares include shares directly owned by BCAH I of which BCM is the manager.

 

4 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 6 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

BC Alpha Holdings I, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐ 

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions) 

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐  

6

CITIZENSHIP OR PLACE OF ORGANIZATION

BC Alpha Holdings I, LLC is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

1,480,691

 

8

SHARED VOTING POWER
0

 

 

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

1,480,691

 

10

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Common Stock:

 

1,480,691

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

15.59%5

14

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

5 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 7 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS 

Blackstreet Capital Partners (QP) II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions) 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

☐  

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Blackstreet Capital Partners (QP) II, L.P. is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

 

0

 

8

SHARED VOTING POWER
Common Stock

 

 

5,598,201

9

SOLE DISPOSITIVE POWER

 

 

 

 

Common Stock:

 

0

 

10

SHARED DISPOSITIVE POWER

 

 

 

 

Common Stock:

  

5,598,201

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  

 

 

 

 

 

Common Stock:

 

5,598,201

 

 

  

 

  

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

58.94%6

14

TYPE OF REPORTING PERSON (see instructions)

 

PN, HC

 

 

6 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 8 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Blackstreet Capital Advisors II, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Blackstreet Capital Advisors II, LLC is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

  

 667,511

8

SHARED VOTING POWER
Common Stock:

 

 

5,598,201

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

  

 667,511

10

SHARED DISPOSITIVE POWER

 

 

 

Common Stock:

 

5,598,201

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

Common Stock:

 

  

6,265,712

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

65.97%7 

 

 

 

14

TYPE OF REPORTING PERSON (see instructions)

 

OO, HC


 

7 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016. 

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 9 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

BCP 2 WCR, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

BCP 2 WCR, LLC is an entity organized in the State of Delaware.

 

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

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0

  

 

 

 

14

TYPE OF REPORTING PERSON (see instructions)

 

OO, HC

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 10 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

BCP2 ALPHA, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

BCP2 ALPHA, LLC is an entity organized in the State of Delaware.

 

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

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

0

  

 

 

 

14

TYPE OF REPORTING PERSON (see instructions)

 

OO, HC

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 11 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Blackstreet Capital Investors, LLC  

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

      ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Blackstreet Capital Investors, LLC is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

  

 59,143

8

SHARED VOTING POWER

0

 

0

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

  

59,143

10

SHARED DISPOSITIVE POWER

 

 

 

0

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

Common Stock:

 

59,143

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

0.62%8

 

 

 

14

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

8 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016 .

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 12 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Blackstreet Capital Advisors, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

      ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Blackstreet Capital Advisors, LLC is an entity organized in the State of Delaware.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

  

 74,797

8

SHARED VOTING POWER

0

 

0

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

  

74,797

10

SHARED DISPOSITIVE POWER

 

 

 

0

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

Common Stock:

 

74,797

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

0.79%9

 

 

 

14

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

9 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 13 of 18 Pages

 

 

 

1

NAME OF REPORTING PERSONS

Murry N. Gunty 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ✓

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (see instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

      ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Murry N. Gunty is a citizen of the Unites States of America.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

 

 

Common Stock:

  

 847,681

8

SHARED VOTING POWER

Common Stock:

 

 

 

5,598,939

9

SOLE DISPOSITIVE POWER

 

 

 

Common Stock:

  

847,681

10

SHARED DISPOSITIVE POWER

 

 

 

Common Stock:

 

 5,598,939

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

 

Common Stock:

 

6,446,62010

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

Common Stock

67.87%11

 

 

 

14

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

 

10 The shares for Mr. Gunty include shares directly held by trusts for his children over which Mr. Gunty's spouse and another trustee share voting and dispositive power. Mr. Gunty is not a trustee of the trusts and disclaims beneficial ownership of shares held by his children's trusts.

 

11 Based on 9,497,860 shares of common stock outstanding as reported in Issuer's Quarterly Report on Form 10-Q, filed November 14, 2016.  

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 14 of 18 Pages

 

 

This filing amends that certain Schedule 13D filed on April 12, 2010, as amended by Amendment No. 1 filed November 5, 2011, Amendment No. 2 filed July 3, 2013, Amendment No. 3 filed October 14, 2014, Amendment No. 4 filed May 4, 2015, Amendment No. 5 filed July 13, 2015 and Amendment No. 6 filed August 10, 2015 (collectively, the “Schedule 13D”), by the Reporting Persons (defined below).

 

Item 1. Security and Issuer.

 

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned, relating to the shares of common stock, par value $0.001 per share (the ”Common Stock”), of Western Capital Resources, Inc., a Delaware corporation (formerly, a Minnesota corporation), having its principal executive offices at 11550 “I” Street, Suite 150, Omaha, NE 68137. This Amendment No. 7 amends the Schedule 13D, as amended, as specifically set forth.

 

Item 2.  Identity and Background.

Item 2 is hereby amended and restated as follows:

 

 

(a)

This Amendment No. 7 to Schedule 13D is being filed with the U.S. Securities and Exchange Commission (the “SEC”) on behalf of WCR, LLC, a Delaware limited liability company (“WCR”), BCP 2 WCR, LLC, a Delaware limited liability company (“BCP 2 WCR”), BCA 2 WCR, LLC, a Delaware limited liability company (“BCA 2 WCR”), Blackstreet Capital Partners (QP) II, L.P., a Delaware limited partnership (“BCP QP”), Blackstreet Capital Advisors, LLC, a Delaware limited liability company ("BCA"), Blackstreet Capital Advisors II, LLC, a Delaware limited liability company (“BCA II”), BC Alpha Holdings I, LLC, a Delaware limited liability company (“BCAH I”), BCP2 Alpha, LLC, a Delaware limited liability company (“BCP2 Alpha”), Blackstreet Capital Management, LLC, a Delaware limited liability company (“BCM”), Blackstreet Capital Investors, LLC, a Delaware limited liability company ("BCI"), and Murry N. Gunty, an individual (collectively, the “Reporting Persons”) who have been or may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons have entered into a Joinder Agreement, dated January 6, 2017, filed herewith as Exhibit 99.1, to those certain Agreements as to Joint Filing Pursuant to Regulation 240.13d-1(K)(1)(iii), dated April 12, 2010, November 3, 2010, and July 3, 2013, as amended by that certain Joinder Agreement to the Agreements as to Joint Filing, which was previously filed with Amendment No. 3 to Schedule 13D filed with the SEC on October 14, 2014, and by that certain Joinder Agreement, dated July 13, 2015, to the Agreements as to Joint Filing, which was previously filed with Amendment No. 5 to Schedule 13D filed with the SEC on July 13, 2015.

     

 

(b)

The principal business address for each of the Reporting Persons is 5425 Wisconsin Avenue, Suite 701, Chevy Chase, MD 20815.

     

 

(c)

The present principal business of each of WCR, BCAH I, BCP 2 WCR, BCA 2 WCR, BCP QP, BCP2 Alpha, BCM, BCA, BCI and BCA II is that of private partnership or limited liability company engaged in investment in securities for its own account. Mr. Gunty is directly or indirectly the manager of such entities. He exercises investment and voting control over the securities beneficially owned by each of the Reporting Persons.

     

 

(d)(e)

With the exception of BCM and Mr. Gunty, and except as described below, during the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), (ii) 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. 

 

    In 2016, BCM and Mr. Gunty agreed to consent to an order imposing remedial sanctions and a cease-and- desist order (the “Order”) without admitting or denying the matters set forth therein (other than those relating to the jurisdiction of the SEC over it and the subject matter of the action). The SEC alleged in the Order that conduct by BCM and Mr. Gunty resulted in a violation of Exchange Act Section 15(a) and Advisers Act Sections 206(2) and 206(4) and Rules 206(4)-7 and 206(4)-8 thereunder. The Order requires that BCM and Mr. Gunty cease and desist from committing or causing any violations and future violations of the securities laws identified above, pay a $500,000 civil monetary penalty and $2,622,737 in disgorgement and interest.
     

 

(f)

WCR, BCA 2 WCR, BCP 2 WCR, BCP QP, BCAH I, BCM, BCP2 Alpha, BCA, BCI and BCA II are entities organized under the laws of the State of Delaware, and Mr. Gunty is a citizen of the United States of America. 

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 15 of 18 Pages

 

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated as follows:

 

On December 16, 2016, BCM, as the manager of BCAH I, authorized the distribution, without consideration, of 1,686,823 shares of common stock of the Issuer held by BCAH I (the "BCAH I Shares") to the members of BCAH I. Of the BCAH I Shares, BCP2 Alpha received 1,543,182 shares (the "BCP2 Alpha Shares"). BCP2 Alpha then distributed, without consideration, the BCP2 Alpha Shares to its members, including BCP QP. Of the BCP2 Alpha Shares, BCP QP received 1,512,318 shares (the "BCP QP Shares"). BCP QP then immediately distributed, without consideration, all BCP QP Shares to its partners, including BCA II and Mr. Gunty who received 381,677 shares and 15,654 shares, respectively.

 

Item 4. Purpose of Transaction.

 

The distributions of BCAH I Shares, BCP2 Alpha Shares and BCP QP Shares were made as part of a periodic distribution of the assets of BCAH I to its members and the other entities to their members and partners, as the case may be. Other than as described in this Item 4, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals consistent with applicable law.

 

Item 5. Interests in Securities of the Issuer.

 

Items 5(a), (b) and (c) are amended and restated as follows:

 

 

(a)

According to Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2016, there were 9,497,860 shares of Issuer's Common Stock outstanding as of November 14, 2016. Of such shares, each Reporting Person holds the percentage reported in its respective cover page hereto, and as a group holds 67.87%.

     
 

(b)

The voting and dispositive power and beneficial ownership of shares (the "Shares") by each of the Reporting Persons is summarized as follows:

 

 

Sole

Sole

Shared

Shared

Beneficial

Percent

 

Voting

Dispositive

Voting

Dispositive

Ownership14

of Class

WCR

4,117,510

4,117,510

0

0

4,117,510

43.35%

BCP 2 WCR

0

0

0

0

0

0

BCA 2 WCR

4,117,510

4,117,510

0

0

4,117,510

43.35%

BCP QP

0

0

5,598,201

5,598,201

5,598,201

58.94%

BCA

74,797

74,797

0

0

74,797

0.79%

BCA II

667,511

667,511

5,598,201

5,598,201

6,265,712

65.97%

BCAH I

1,480,691

1,480,691

0

0

1,480,691

15.59%

BCP2 Alpha

0

0

0

0

0

0

BCI

59,143

59,143

0

0

59,143

0.62%

BCM

1,480,693

1,480,693

0

0

1,480,693

15.59%

Murry Gunty

847,681

847,681

5,598,939

5,598,939

6,446,620

67.87%

             

 

14 WCR, BCAH I, BCA, BCA II, BCI, BCM and Mr. Gunty directly own the Shares. The Shares may also be deemed to be beneficially owned by each of the entities by virtue of the following relationships: (i) BCP 2 WCR is a member of WCR; (ii) BCP QP is a member of BCP 2 WCR and BCP2 Alpha; (iii) BCA II is the general partner of BCP QP and a member of BCA 2 WCR; (iv) BCP2 Alpha is a member of BCAH I; (v) Mr. Gunty is directly or indirectly the manager of such entities and has voting and dispositive power over all Shares.

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 16 of 18 Pages

 

 

 

(c)

Other than the transactions reported in this Amendment No. 7 to Schedule 13D, there were no transactions executed by any of the Reporting Persons that were effected during the past sixty days.

     
 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

 

 

Item 7. Material to be Filed as Exhibits

 

Exhibit No.

 

Description

 

 

 

 

 

 

99.1

 

Joinder Agreement dated January 6, 2017 to Agreements as to Joint Filing pursuant to Regulation 240.13d-1(k)(1)(iii).

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 17 of 18 Pages

 

 

 

SIGNATURE

 

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.

 

 

Date:     January 6, 2017

 

WCR, LLC

  

BCA 2 WCR, LLC

By: BCA 2 WCR, LLC, Manager

    
     

By:

/s/ Murry N. Gunty

  

By:

/s/ Murry N. Gunty

Murry N. Gunty, Manager

  

Murry N. Gunty, Manager

     

BCP 2 WCR, LLC

  

BLACKSTREET CAPITAL ADVISORS II, LLC

     
     

By:

/s/ Murry N. Gunty

  

By:

/s/ Murry N. Gunty

Murry N. Gunty, Manager

  

Murry N. Gunty, Manager

     

BC ALPHA HOLDINGS I, LLC

  

BCP2 ALPHA, LLC

By: BLACKSTREET CAPITAL MANAGEMENT, LLC Manager

  

By: BLACKSTREET CAPITAL MANAGEMENT, LLC Manager

     

By:

/s/ Murry N. Gunty

  

By:

/s/ Murry N. Gunty

Murry N. Gunty, Manager

  

Murry N. Gunty, Manager

     

BLACKSTREET CAPITAL PARTNERS (QP) II, L.P.

  

BLACKSTREET CAPITAL MANAGEMENT, LLC

By: BLACKSTREET CAPITAL ADVISORS II, LLC, its General Partner

    
     
   

By:

/s/ Murry N. Gunty

By:

/s/ Murry N. Gunty

  

Murry N. Gunty

Murry N. Gunty, Manager

    
     

BLACKSTREET CAPITAL ADVISORS, LLC

  

BLACKSTREET CAPITAL INVESTORS, LLC

     
     

By:

/s/ Murry N. Gunty

  

By:

/s/ Murry N. Gunty

Murry N. Gunty, Manager

  

Murry N. Gunty, Manager

     
     
   

/s/ Murry N. Gunty

   

Murry N. Gunty

 

 
 
 

 

CUSIP No. 957881 10 5  

 SCHEDULE 13D           

 Page 18 of 18 Pages

 

 

 

EXHIBIT INDEX 

 

     

Exhibit No.

  

Description

   

99.1

 

Joinder Agreement dated January 6, 2017 to Agreements as to Joint Filing pursuant to Regulation 240.13d-1(k)(1)(iii).