Sara Creek Gold Corp.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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80310R 107
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(CUSIP Number)
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326 Pacific Coast Highway, Suite 102
Redondo Beach, CA 90277
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(310) 316-3623
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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April 9, 2014
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 80310R 107
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Manhattan Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-8001314
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
SC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
7,288,660
|
|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
7,288,660
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,932,990(1)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8171% (1)(2)
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|||
14
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TYPE OF REPORTING PERSON
00 (Limited Liability Company)
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(1)
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The number of shares beneficially owned includes 644,330 shares that the Reporting Persons (as defined below) may acquire upon the exercise of certain warrants that are currently exercisable in full.
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(2)
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The number of outstanding shares for purposes of this calculation consists of: (i) 25,961,983 shares of common stock issued and outstanding as of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013, (ii) 3,000,000 shares of common stock issued on January 1, 2014 in connection with the exercise of the “Hawker Option,” as described in the Issuer’s Current Report on Form 8-K filed January 7, 2014, (iii) 3,600,000 shares of common stock issued on January 10, 2014 through a private placement, as described in the Issuer’s Current Report on Form 8-K filed January 16, 2014, (iv) 2,000,000 shares of common stock issued on January 8, 2014, as described in the Issuer’s Current Report on Form 8-K filed July 23, 2013, (v) 1,175,000 shares of common stock issued on January 31, 2014 through a private placement, as described in the Issuer’s Current Report on Form 8-K filed February 6, 2014, (vi) 3,649,720 shares of common stock issued on April 9, 2014 in connection with the private placement that brings about the filing of this Amendment No. 3 to Schedule 13D, as described in the Issuer’s Current Report on Form 8-K filed April 10, 2014, and (vii) 644,330 shares of common stock beneficially owned by the Reporting Persons that he may acquire upon the exercise of certain warrants that are currently exercisable in full.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Matthew F. Hagen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
SC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
7,288,660
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
7,288,660
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,932,990 (1)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8171% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
The number of shares beneficially owned includes 644,330 shares that the Reporting Persons (as defined below) may acquire upon the exercise of certain warrants that are currently exercisable in full.
|
(2)
|
The number of outstanding shares for purposes of this calculation consists of: (i) 25,961,983 shares of common stock issued and outstanding as of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013, (ii) 3,000,000 shares of common stock issued on January 1, 2014 in connection with the exercise of the “Hawker Option,” as described in the Issuer’s Current Report on Form 8-K filed January 7, 2014, (iii) 3,600,000 shares of common stock issued on January 10, 2014 through a private placement, as described in the Issuer’s Current Report on Form 8-K filed January 16, 2014, (iv) 2,000,000 shares of common stock issued on January 8, 2014, as described in the Issuer’s Current Report on Form 8-K filed July 23, 2013, (v) 1,175,000 shares of common stock issued on January 31, 2014 through a private placement, as described in the Issuer’s Current Report on Form 8-K filed February 6, 2014, (vi) 3,649,720 shares of common stock issued on April 9, 2014 in connection with the private placement that brings about the filing of this Amendment No. 3 to Schedule 13D, as described in the Issuer’s Current Report on Form 8-K filed April 10, 2014, and (vii) 644,330 shares of common stock beneficially owned by the Reporting Persons that he may acquire upon the exercise of certain warrants that are currently exercisable in full.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Item 1.
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Security and Issuer.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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CUSIP No. 80310R 107
|
SCHEDULE 13D
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Shared
Voting
Power
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Sole Voting
Power
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Shared
Dispositive
Power
|
Sole
Dispositive
Power
|
|||||
Manhattan Holdings, LLC
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7,288,660
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0
|
7,288,660
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0
|
||||
Matthew F. Hagen
|
7,288,660
|
0
|
7,288,660
|
0
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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CUSIP No. 80310R 107
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SCHEDULE 13D
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CUSIP No. 80310R 107
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SCHEDULE 13D
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Dated: April __, 2014
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Manhattan Holdings, LLC
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/s/ Matthew F. Hagen | |
Matthew F. Hagen, Managing Member
|
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Dated: April __, 2014
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/s/ Matthew F. Hagen |
Matthew F. Hagen, an individual
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