0001576497-19-000004.txt : 20190213
0001576497-19-000004.hdr.sgml : 20190213
20190213150043
ACCESSION NUMBER: 0001576497-19-000004
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20190213
DATE AS OF CHANGE: 20190213
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Schultze Special Purpose Acquisition Corp.
CENTRAL INDEX KEY: 0001754824
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 830891815
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1210
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-90745
FILM NUMBER: 19596524
BUSINESS ADDRESS:
STREET 1: 800 WESTCHESTER AVENUE
STREET 2: SUITE 632
CITY: RYE
STATE: NY
ZIP: 10573
BUSINESS PHONE: (914) 701-5260
MAIL ADDRESS:
STREET 1: 800 WESTCHESTER AVENUE
STREET 2: SUITE 632
CITY: RYE
STATE: NY
ZIP: 10573
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: OMNI PARTNERS LLP
CENTRAL INDEX KEY: 0001576497
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 6TH FLOOR
STREET 2: 7 AIR STREET
CITY: LONDON
STATE: X0
ZIP: W1B 5AD
BUSINESS PHONE: 00442035401600
MAIL ADDRESS:
STREET 1: 6TH FLOOR
STREET 2: 7 AIR STREET
CITY: LONDON
STATE: X0
ZIP: W1B 5AD
SC 13G
1
13GOMNISAMA.txt
OMNI
?240.13d-102Schedule 13G?Information to be included
in statements filed pursuant to
?240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to ?240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
SCHULTZE SPECIAL PURPOSE ACQUISITION CORP.
(Name of Issuer)
COMMON STOCK,
(Title of Class of Securities)
80821R108
(CUSIP Number)
DECEMBER 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[X] Rule 13d-1(b)
[] Rule 13d-1(c)
[] 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. 80821R108
(1) Names of reporting persons
OMNI PARTNERS LLP
(2) Check
the appropriate box if a member of a group
(a)
(see instructions)
(b)
(3) SEC use
only
(4) Citizenship or place of organization:
7 AIR STREET, LONDON W1B 5AD,
UK
Number of shares beneficially owned by each reporting person with:
(5) Sole
voting power
(6) Shared voting power
1,100,000
(7) Sole dispositive power
(8) Shared
dispositive power
(9) Aggregate amount beneficially owned by each reporting person
1,100,000
(10) Check if the aggregate amount in Row (9)
excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9)
8.462%
(12) Type of
reporting person (see instructions)
IA
Page _ of _ Pages
Instructions for Cover Page:
(1) Names of Reporting Persons?Furnish the full legal name of each person for
whom the report is filed?i.e., each person required to sign the schedule
itself?
including each member of a group. Do not include the name of a person required
to
be identified in the report but who is not a reporting person.
(2) If any of the shares beneficially owned by a reporting person are held as
a
member of a group and that membership is expressly affirmed, please check row
2(a).
If the reporting person disclaims membership in a group or describes a
relationship
with other person but does not affirm the existence of a group, please
check row 2(b)
[unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case
it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization?Furnish citizenship if the named
reporting
person is a natural person. Otherwise, furnish place of organization.
(5)-(9), (11) Aggregated Amount Beneficially Owned By Each Reporting Person,
etc.?Rows
(5) through (9) inclusive, and (11) are to be completed in accordance with
the provisions
of Item 4 of Schedule 13G. All percentages are to be rounded off to the
nearest tenth
(one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not
include shares as to which beneficial ownership is disclaimed pursuant to
Rule 13d-4
[17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(12) Type of Reporting Person?Please classify each ?reporting person? according
to the
following breakdown (see Item 3 of Schedule 13G) and place the appropriate
Symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment
Company
IV
Investment
Adviser
IA
Employee Benefit Plan or Endowment Fund
EP
Parent Holding
Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Non-U.S.
Institution
FI
Other
OO
NOTES: Attach as many copies of the second part of the
cover page as
are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules
(Schedule 13D, 13G or TO) by appropriate cross references to an item or
items on the cover page(s).
This approach may only be used where the cover page item or items provide
all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the
item becoming a part of the schedule and accordingly being considered
as ?filed? for purposes
of section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either
completed copies of the blank forms available from the Commission,
printed or typed facsimiles,
or computer printed facsimiles, provided the documents filed have
identical formats to the forms
prescribed in the Commission's regulations and meet existing Securities
Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of
1934 and the rules and
regulations thereunder, the Commission is authorized to solicit the
information required to be
supplied by this schedule by certain security holders of certain
issuers.
Disclosure of the information specified in this schedule is mandatory.
The
information will be
used for the primary purpose of determining and disclosing the
holdings of
certain beneficial
owners of certain equity securities. This statement will be made
a matter of
public record.
Therefore, any information given will be available for inspection
by any member
of the public.
Because of the public nature of the information, the Commission
can use it for
a variety of
purposes, including referral to other governmental authorities
or securities
self-regulatory
organizations for investigatory purposes or in connection
with litigation
involving the Federal
securities laws or other civil, criminal or regulatory statutes
or
provisions.
Failure to disclose the information requested by this schedule
may result
in civil or criminal
action against the persons involved for violation of the
Federal securities
laws and rules
promulgated thereunder.
Instructions. A. Statements filed pursuant to Rule 13d-1(b)
containing the
information required
by this schedule shall be filed not later than February 14
following the
calendar year covered
by the statement or within the time specified in Rules
13d-1(b)(2) and
13d-2(c). Statements
filed pursuant to Rule 13d-1(d) shall be filed within the
time specified
in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
13d-1(c) shall be
filed not later than
February 14 following the calendar year covered by the
statement
pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to
be filed by rules
under section 13(f)
(15 U.S.C. 78m(f)) for the same calendar year as that covered
by a statement
on this schedule
may be incorporated by reference in response to any of the
items of this
schedule. If such
information is incorporated by reference in this schedule,
copies of the
relevant pages of
such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be
included but the
text of the items
is to be omitted. The answers to the items shall be so
prepared as to
indicate clearly
the coverage of the items without referring to the text
of the items.
Answer every item.
If an item is inapplicable or the answer is in the negative,
so state.
Item 1(a) Name of issuer:___
OMNI PARTNERS LLP
Item 1(b) Address of issuer's principal executive offices:____
7 AIR STREET, LONDON W1B 5AD, UK
2(a) Name of person filing:
OMNI PARTNERS LLP
2(b) Address or principal business office or, if none, residence:
7 AIR STREET, LONDON W1B 5AD, UK
2(c) Citizenship:
UNITED KINGDOM
2(d) Title of class of securities:
COMMON STOCK
2(e) CUSIP No.:
Item 3. If this statement is filed pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c),
check whether the person filing is a:
(a) [] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C.
78c);
(d) [X] Investment company registered under section 8 of
the Investment
Company Act of 1940 (15 U.S.C 80a-8);
(e) [] An investment adviser in accordance with ?240.13d-1
(b)(1)(ii)(E);
(f) [] An employee benefit plan or endowment fund in
accordance with
?240.13d-1(b)(1)(ii)(F);
(g) [] A parent holding company or control person in
accordance with
?240.13d-1(b)(1)(ii)(G);
(h) [] A savings associations as defined in Section
3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [] A church plan that is excluded from the definition
of an investment
company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [] A non-U.S. institution in accordance with
?240.13d-1(b)(1)(ii)(J);
(k) [] Group, in accordance with ?240.13d-1(b)(1)(ii)(K).
If filing as a
non-U.S. institution in accordance with ?240.13d-1(b)(1)(ii)(J),
please specify
the type of institution: ____
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: _____1,100,000.
(b) Percent of class: _____8.462%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote _____.
(ii) Shared power to vote or to direct the vote _____1,100,000.
(iii) Sole power to dispose or to direct the disposition
of _____.
(iv) Shared power to dispose or to direct the disposition
of _____.
Instruction. For computations regarding securities which
represent
a right to
acquire an underlying security see ?240.13d-3(d)(1).
Item 5. Ownership of 5 Percent or Less of a Class. If this
statement
is being
filed to report the fact that as of the date hereof the
reporting
person has
ceased to be the beneficial owner of more than 5 percent
of the
class of securities,
check the following [].
Instruction. Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than 5 Percent on Behalf of
Another Person.
If any
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, such
securities,
a statement to that effect should be included in response
to this
item and, if
such interest relates to more than 5 percent of the class,
such
person should be
identified. A listing of the shareholders of an investment
company
registered
under the Investment Company Act of 1940 or the
beneficiaries of
employee benefit
plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary
Which
Acquired the
Security Being Reported on by the Parent Holding Company or
Control
Person. If a
parent holding company or control person has filed this
schedule
pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit
stating the
identity and the Item 3 classification of the relevant
subsidiary.
If a parent holding
company or control person has filed this schedule pursuant
to Rule
13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification
of the
relevant subsidiary.
Not applicable
Item 8. Identification and Classification of Members of the
Group
Not applicable
If a group has filed this schedule pursuant to ?240.13d-1
(b)(1)(ii)(J),
so indicate
under Item 3(j) and attach an exhibit stating the identity
and Item 3
classification
of each member of the group. If a group has filed this schedule
pursuant
to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of
each member
of the group.
Item 9. Notice of Dissolution of Group. Notice of dissolution
of a group
may be furnished
as an exhibit stating the date of the dissolution and that all
further
filings with respect
to transactions in the security reported on will be filed,
if required,
by members of the
group, in their individual capacity. See Item 5.
Not applicable
Item 10. Certifications
(a) The following certification shall be included if the
statement is
filed pursuant
to ?240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief,
the securities
referred to above were acquired and are held in the ordinary
course of
business and
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, other than activities solely in
connection with a
nomination under
?240.14a-11.
(b) The following certification shall be included if the
statement is
filed pursuant
to ?240.13d-1(b)(1)(ii)(J), or if the statement is filed
pursuant to
?240.13d-1(b)(1)
(ii)(K) and a member of the group is a non-U.S. institution
eligible
to file pursuant
to ?240.13d-1(b)(1)(ii)(J):
By signing below I certify that, to the best of my knowledge
and belief,
the foreign
regulatory scheme applicable to [insert particular
category of
institutional investor]
is substantially comparable to the regulatory
scheme applicable
to the functionally
equivalent U.S. institution(s). I also undertake
to furnish to the
Commission staff,
upon request, information that would otherwise
be disclosed in a
Schedule 13D.
(c) The following certification shall be included
if the statement is
filed pursuant to
?240.13d-1(c):
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, other than activities
solely in connection
with a
nomination under ?240.14a-11.
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.
Dated:__ FEBRUARY 13, 2019
_____.
Signature.
BEN SHANSON, CHIEF COMPLIANCE OFFICER
Name/Title.
The original statement shall be signed by each person on
whose behalf the
statement is
filed or his authorized representative. If the statement
is signed on
behalf of a person
by his authorized representative other than an executive
officer or
general partner of
the filing person, evidence of the representative's
authority to sign
on behalf of such
person shall be filed with the statement, Provided,
however, That a
power of attorney
for this purpose which is already on file with the
Commission may be
incorporated by
reference. The name and any title of each person who
signs the
statement shall be
typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include
a signed original
and five copies
of the schedule, including all exhibits. See Rule
13d-7 for
other parties for whom
copies are to be sent.