CUSIP No. 53013F100
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Hudson Executive Capital LP
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS OO
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,400,000
|
||
9
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SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
2,400,000
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%(1)
|
||
14
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TYPE OF REPORTING PERSON
PN, IA
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(1)
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Calculated based on 27,855,989 shares of outstanding common stock, $0.001 par value per share (the “Shares”), of Liberated Syndication Inc. (the “Company”), which includes 26,590,651 Shares outstanding as disclosed in the Stock Purchase Agreement, dated March 14, 2022, by and among Liberated Syndication Inc. and the purchasers set forth therein
(the “Stock Purchase Agreement”) filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 15, 2022 (the “Form 8-K”) and 1,265,338
Shares issued in connection with the closing of the private placement described in the Form 8-K.
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CUSIP No. 53013F100 |
SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSON
HEC Management GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,400,000
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,400,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%(2)
|
||
14
|
TYPE OF REPORTING PERSON
PN, IA
|
(2)
|
Calculated based on 27,855,989 Shares outstanding, which includes 26,590,651 Shares outstanding as disclosed in the Stock Purchase Agreement filed as Exhibit 10.1 to the Form 8-K filed on March
15, 2022 and 1,265,338 Shares issued in connection with the closing of the private placement described in the Form 8-K.
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CUSIP No. 53013F100
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Douglas L. Braunstein
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
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
2,400,000
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,400,000
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 |
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%(3)
|
||
14
|
TYPE OF REPORTING PERSON
IN
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(3)
|
Calculated based on 27,855,989 Shares outstanding, which includes 26,590,651 Shares outstanding as disclosed in the Stock Purchase Agreement filed as Exhibit 10.1 to the Form 8-K filed on March
15, 2022 and 1,265,338 Shares issued in connection with the closing of the private placement described in the Form 8-K.
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CUSIP No. 53013F100
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SCHEDULE 13D
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Page 5 of 7 Pages
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CUSIP No. 53013F100
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SCHEDULE 13D
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Page 6 of 7 Pages
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Exhibit 99.4
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Amendment No. 1 to Registration Rights Agreement, dated March 21, 2022, by and among Liberated Syndication Inc. and certain purchasers (filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on March 23, 2022 and incorporated by reference herein).
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CUSIP No. 53013F100
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SCHEDULE 13D
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Page 7 of 7 Pages
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HUDSON EXECUTIVE CAPITAL LP | |||
By: |
HEC Management GP LLC, its general partner |
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By:
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/s/ Douglas L. Braunstein | |
Name: Douglas L. Braunstein | |||
Title: Managing Member | |||
HEC MANAGEMENT GP LLC | |||
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By:
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/s/ Douglas L. Braunstein | |
Name: Douglas L. Braunstein | |||
Title: Managing Member | |||
DOUGLAS L. BRAUNSTEIN | |||
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By:
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/s/ Douglas L. Braunstein | |
Douglas L. Braunstein | |||