UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

Liberated Syndication, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53013F100

(CUSIP Number)

ERIC SHAHINIAN

CAMAC PARTNERS, LLC

350 PARK AVENUE, 13TH FLOOR

NEW YORK, NY 10022

914-629-8496

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

08/23/2019

(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 Rule 13d-7 for other parties to whom copies are to be sent.

 

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).

 

 

 

1		NAMES OF REPORTING PERSONS   Camac Partners, 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)   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   1,904,668
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,904,668
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,904,668
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 1

1		NAMES OF REPORTING PERSONS   Camac Capital, 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)   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   1,904,668
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,904,668
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,904,668
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 2

1		NAMES OF REPORTING PERSONS   Camac Fund, LP
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)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   1,904,668
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,904,668
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,904,668
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 3

1		NAMES OF REPORTING PERSONS   Eric Shahinian
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)   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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   1,904,668
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,904,668
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,904,668
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 4

1		NAMES OF REPORTING PERSONS   Michael Cricenti
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)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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   0
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 5

1		NAMES OF REPORTING PERSONS   Simeon McMillan
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)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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   63,385
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   63,385
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   63,385
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.2%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 6

1		NAMES OF REPORTING PERSONS   Adam Pincus
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)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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   0
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 7

1		NAMES OF REPORTING PERSONS   Bradley M. Tirpak
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)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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   0
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%(1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

(1)	The percentage of class is based on 29,271,974 shares of common stock issued and outstanding as of August 9, 2019, as reported in the Quarterly Report on Form 10-Q for the period ended June 30, 2019, of Liberated Syndication, Inc.

 

Page 8

Explanatory Note

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on January 8, 2019, and as amended on April 26, 2019, July 12, 2019, and July 16, 2019 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the common stock, par value $0.001 per share (the “Common Stock”), of Liberated Syndication, Inc. (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated as follows:

The shares of Common Stock purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,904,668 shares of Common Stock beneficially owned by Camac Fund is approximately $2,855,441.84, including brokerage commissions. The aggregate purchase price of the 63,385 shares of Common Stock beneficially owned by Mr. McMillan is approximately $94,242, excluding broker commissions.

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following:

On August 23, 2019, the Reporting Persons announced that they have obtained the requisite support of stockholders to call a special meeting of stockholders of the Issuer. The Issuer’s bylaws obligate the Issuer to call a special meeting within 60 days. If the Issuer does not take appropriate action to call a special meeting, then the Reporting Persons are permitted to call the special meeting. If necessary, the Reporting Persons will call the special meeting. The press release issued by the Reporting Persons concerning the foregoing is attached as Exhibit 5 and is incorporated by reference.

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment are incorporated by reference. As of 4:00 p.m., Eastern time, on August 23, 2019, (1) Camac Fund beneficially owned 1,904,668 shares of Common Stock, representing approximately 6.5% of the outstanding shares of Common Stock; (2) Mr. McMillan beneficially owned 63,385 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock; and (3) no other Reporting Person beneficially owned shares of Common Stock.

Camac Capital, as the general partner of Camac Fund, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Camac Capital disclaims beneficial ownership of such shares for all other purposes.

Camac Partners, as the investment manager of Camac Fund, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Camac Partners disclaims beneficial ownership of such shares for all other purposes.

 

Page 9

Mr. Shahinian, as the managing member of Camac Partners, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Mr. Shahinian disclaims beneficial ownership of such shares for all other purposes.

To the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

(c) Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 5		Press Release, dated August 23, 2019.

 

Page 10

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.

Dated: August 26, 2019

 

 

 

SCHEDULE A

Transactions in the Shares of Common Stock by the Reporting Persons During the Past 60 Days

The following tables set forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on August 23, 2019. Unless otherwise indicated, all transactions were effected in the open market.

CAMAC FUND, LP

 

Transaction Date		Shares of Common Stock Purchased		Price Per Share
6/25/2019		13,157		$2.81
6/26/2019		11,744		$2.87
6/27/2019		809		$2.80
6/28/2019		100		$2.91
7/1/2019		1,000		$2.84
7/2/2019		4,153		$2.86
7/3/2019		3,532		$2.86
7/5/2019		13,200		$2.88
7/8/2019		1,046		$2.85
7/9/2019		2,000		$2.87
7/10/2019		900		$2.85
7/12/2019		100		$2.96
7/15/2019		33,713		$3.01
7/18/2019		3,700		$2.96
8/5/2019		600		$2.89
8/12/2019		8,106		$3.06

 

A-1

Exhibit 5

Camac Reports Successful Certification of Votes for Call of Special Meeting

New York, August 23, 2019 – Camac Partners, LLC (“Camac”), the investment manager of Camac Fund, LP, today announced that it was successful in its efforts to request the call of a special meeting of stockholders of Liberated Syndication, Inc. (OTCQB: LSYN) (“Libsyn”). On August 22, 2019, the independent inspector of election confirmed that a sufficient number of Libsyn’s stockholders exercised their right to call a special meeting. If Libsyn does not call a special meeting, then Camac is permitted to call the special meeting beginning on September 14, 2019.

“We again thank our fellow stockholders for their support in this process,” said Eric Shahinian, the founder and managing member of Camac. “At long last stockholders will have an opportunity to put a stop to the egregious behavior of Libsyn’s board of directors.”

Camac reminds its fellow stockholders of the following:

 

•

Since Libsyn’s spin-out from FAB Universal Corp., Libsyn’s board has authorized the issuance of over 10 million new shares to insiders for no financial consideration. Libsyn’s stockholders will have been diluted by 49% if these shares fully vest.

•

In 2019, Christopher J. Spencer, Libsyn’s chief executive officer, is slated to receive a $400,000 salary and an $800,000 bonus, and John Busshaus, Libsyn’s chief financial officer, is slated to receive a $350,000 salary and a $700,000 bonus. This amounts to over 59% of Libsyn’s 2018 income.

•

Libsyn’s board approved massive share awards to Messrs. Spencer and Busshaus that were conditioned on the achievement of certain milestones. Camac believes that Libsyn’s board has recently taken a number of troubling actions to permit the vesting of one of these awards where Libsyn management had not met the applicable performance threshold, and extended the time to achieve the thresholds for other awards.

Camac is committed to maximizing value for stockholders. If successful in its efforts to elect new directors at the special meeting, Camac believes that it will be incumbent upon the new board of directors to evaluate any and all legal actions seeking to rescind prior stock awards granted to the prior board members, inflated pay packages that were not properly voted for, as well as investigate any potential additional misuse of corporate funds through related party agreements or transactions, inflated expenses, or the like.

Camac owns approximately 6.5 percent of Libsyn, and has been a stockholder since 2017.

Additional Information and Where to Find It

On August 8, 2019, Camac filed a preliminary proxy statement in connection with the special meeting of stockholders of Libsyn. Prior to the special meeting of stockholders, Camac intends to furnish a definitive proxy statement, together with a WHITE proxy card, to Libsyn’s stockholders. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the names, affiliations and interests of individuals who are participants in Camac’s solicitation of proxies from Libsyn’s stockholders is available in Camac’s preliminary proxy statement.

Stockholders may obtain, free of charge, Camac’s preliminary proxy statement, any amendments or supplements thereto and other relevant documents filed by Camac with the Securities and Exchange Commission (the “SEC”) at the SEC’s website (http://www.sec.gov). Copies of Camac’s definitive proxy statement, any amendments or supplements thereto, and any other relevant documents filed by Camac with the SEC will be available, free of charge, at the SEC’s website (http://www.sec.gov) or by contacting Camac’s proxy solicitor, InvestorCom LLC, at 19 Old Kings Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300.

About Camac Partners

Camac Partners is a private investment firm founded in 2011. Camac focuses on extremely mispriced assets in discrete pockets of opportunity. Camac prides itself on its unique sourcing, flexible mandate, and constant focus on non-competitive opportunities. Its investments are long term in nature and focused on compounding capital over several decades rather than months or years.

For Further Information

Camac Partners LLC

Eric Shahinian

(914) 629-8496

eric@camacpartners.com

InvestorCom LLC

19 Old Kings Highway, Suite 210

Darien, CT 06820

Stockholders call toll-free: (877) 972-0090

Banks and brokers call collect: (203) 972-9300

 

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