0001415889-16-007148.txt : 20160919 0001415889-16-007148.hdr.sgml : 20160919 20160919122951 ACCESSION NUMBER: 0001415889-16-007148 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWERSTREAM CORP CENTRAL INDEX KEY: 0001349437 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83094 FILM NUMBER: 161891275 BUSINESS ADDRESS: STREET 1: 88 SILVA LANE CITY: MIDDLETOWN STATE: RI ZIP: 02842 BUSINESS PHONE: (401) 848-5848 MAIL ADDRESS: STREET 1: 88 SILVA LANE CITY: MIDDLETOWN STATE: RI ZIP: 02842 FORMER COMPANY: FORMER CONFORMED NAME: University Girls Calendar LTD DATE OF NAME CHANGE: 20060111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stetson John CENTRAL INDEX KEY: 0001553316 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 347 N. NEW RIVER DRIVE EAST #2904 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 SC 13G/A 1 stetson13ga_sep192016.htm SCHEDULE 13G/A stetson13ga_sep192016.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
Amendment No. 1
 
Under the Securities Exchange Act of 1934
 
TOWERSTREAM CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
892000209
(CUSIP Number)
 
September 16, 2016
(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 the 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).
 

 


 

 

CUSIP No.  892000209
 
1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   
   
John Stetson
   
         
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
   
                                     (a)   o
   
   
                                     (b)   o
   
         
3
 
SEC USE ONLY
   
         
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
   
         
   
United States
   
 
NUMBER OF SHARES
5
 
SOLE VOTING POWER
   
           
     
38,025 (1)
   
           
BENEFICIALLY OWNED BY
6
 
SHARED VOTING POWER
   
           
     
543,370 (2)
   
           
  EACH REPORTING
7
 
SOLE DISPOSITIVE POWER
   
           
     
38,025 (1)
   
 
PERSON WITH:
8
 
SHARED DISPOSITIVE POWER
   
           
     
543,370 (2)
   
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
         
   
581,395 (3)
   
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
         
   
o
   
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
         
   
7.41% (based on 7,638,759 shares of common stock outstanding as of September 19, 2016, assuming closing of public offering commenced on September 16, 2016 )
   
 
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
         
   
IN
   
 
(1) 
Includes 38,025 shares of common stock issuable upon conversion of 38,025 shares of Series C Convertible Preferred Stock held by John Stetson.

(2) 
Includes (1) 370,370 shares of common stock held by HS Contrarian Investments, LLC and (ii) 173,000 shares of common stock issuable upon conversion 173,000 shares of Series C Convertible Preferred Stock held by HS Contrarian Investments, LLC.
 
John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
(3) 
Includes (i) 38,025 shares of common stock issuable upon conversion of 38,025 shares of Series C Convertible Preferred Stock held by John Stetson (ii) 370,370 shares of common stock held by HS Contrarian Investments, LLC and (iii) 173,000 shares of common stock issuable upon conversion 173,000 shares of Series C Convertible Preferred Stock held by HS Contrarian Investments, LLC.
 
John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
 

 
 

 

CUSIP No. 892000209
 
1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
   
 
HS Contrarian Investments, LLC
   
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
   
                                  (a)   o
   
   
                                  (b)   o
   
 
3
 
SEC USE ONLY
   
         
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
   
         
   
Florida
   
 
NUMBER OF SHARES
5
 
SOLE VOTING POWER
   
           
     
0
   
BENEFICIALLY OWNED BY
6
 
SHARED VOTING POWER
   
           
     
543,370 (1)
   
EACH REPORTING
7
 
SOLE DISPOSITIVE POWER
   
           
     
0
   
PERSON WITH:
8
 
SHARED DISPOSITIVE POWER
   
           
     
543,370 (1)
   
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
         
   
543,370 (1)
   
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
         
   
o
   
         
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
         
   
6.96% (based on 7,638,759 shares of common stock outstanding as of September 19, 2016, assuming closing of offering commenced on September 16, 2016)
   
         
12
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
         
   
OO
   
 
(1) 
Includes (1) 370,370 shares of common stock held by HS Contrarian Investments, LLC and (ii) 173,000 shares of common stock issuable upon conversion 173,000 shares of Series C Convertible Preferred Stock held by HS Contrarian Investments, LLC.
 
John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
 
 
 
 

 
 
Item 1(a).            Name of Issuer:
 
    Towerstream Corporation, a Delaware corporation

Item 1(b).            Address of Issuer's Principal Executive Offices:
 
    88 Silva Lane, Middletown, RI 02842

Item 2(a).            Name of Person Filing.
 
    The statement is filed on behalf of John Stetson and HS Contrarian Investments, LLC.

Item 2(b).            Address of Principal Business Office or, if None, Residence.
 
    68 Fiesta Way
    Fort Lauderdale, FL 33301

Item 2(c).            Citizenship.
 
    United States/Florida

Item 2(d).            Title of Class of Securities.
 
    Common Stock, $0.001 par value

Item 2(e).            CUSIP Number.
 
   892000209
 
Item 3.                 Type of Person
 
    Not applicable
 
Item 4.                 Ownership.
 
    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 581,395 (1)
 
 
(b)
Percent of class: 7.41% (based on 7,638,759 shares of common stock outstanding as of September 19, 2016, assuming closing of offering commenced on September 16, 2016)
 
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote: 38,025 (2)
 
 
(ii)
Shared power to vote or to direct the vote: 543,370 (3)
 
 
(iii)
Sole power to dispose or to direct the disposition of: 38,025 (2)
 
 
(iv)
Shared power to dispose or to direct the disposition of: 543,370 (3)
 
(1) 
Includes (i) 38,025 shares of common stock issuable upon conversion of 38,025 shares of Series C Convertible Preferred Stock held by John Stetson (ii) 370,370 shares of common stock held by HS Contrarian Investments, LLC and (iii) 173,000 shares of common stock issuable upon conversion 173,000 shares of Series C Convertible Preferred Stock held by HS Contrarian Investments, LLC.
 
John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
(2) 
Includes 38,025 shares of common stock issuable upon conversion of 38,025 shares of Series C Convertible Preferred Stock held by John Stetson. 
 
(3) 
Includes (1) 370,370 shares of common stock held by HS Contrarian Investments, LLC and (ii) 173,000 shares of common stock issuable upon conversion 173,000 shares of Series C Convertible Preferred Stock held by HS Contrarian Investments, LLC.
 
John Stetson is the Managing Member of HS Contrarian Investments, LLC and in such capacity, is deemed to hold voting and dispositive power of the securities held by HS Contrarian Investments, LLC.
 
 
 
 
 

 
 
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

Item 7.                 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
 
    Not applicable.

Item 8.                 Identification and Classification of Members of the Group.

    Not applicable.

Item 9.                 Notice of Dissolution of Group.

    Not applicable.

Item 10.               Certifications.

    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.
 
 
 
 

 

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: September 19, 2016
By:
/s/ John Stetson
 
   
John Stetson
 
       
 
HS Contrarian Investments, LLC
 
       
Date: September 19, 2016
By:
/s/ John Stetson
 
   
Name: John Stetson
 
   
Title:  Managing Member