0001104659-20-125184.txt : 20201116 0001104659-20-125184.hdr.sgml : 20201116 20201113180148 ACCESSION NUMBER: 0001104659-20-125184 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201116 DATE AS OF CHANGE: 20201113 GROUP MEMBERS: GREENHAVEN ROAD CAPITAL FUND 1, L.P. GROUP MEMBERS: GREENHAVEN ROAD CAPITAL FUND 2, L.P. GROUP MEMBERS: MVM FUNDS, LLC GROUP MEMBERS: SCOTT STEWART MILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chicken Soup for the Soul Entertainment, Inc. CENTRAL INDEX KEY: 0001679063 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 812560811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90080 FILM NUMBER: 201312940 BUSINESS ADDRESS: STREET 1: 132 E. PUTNAM AVE CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 203-861-4000 MAIL ADDRESS: STREET 1: PO BOX 700 CITY: COS COB STATE: CT ZIP: 06807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greenhaven Road Investment Management, L.P. CENTRAL INDEX KEY: 0001741129 IRS NUMBER: 364837161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DRIVE STREET 2: C/O ROYCE & ASSOCIATES, SUITE 190 CITY: GREENWICH STATE: CT ZIP: 06930 BUSINESS PHONE: 9178802051 MAIL ADDRESS: STREET 1: 8 SOUND SHORE DRIVE STREET 2: C/O ROYCE & ASSOCIATES, SUITE 190 CITY: GREENWICH STATE: CT ZIP: 06930 SC 13G/A 1 tm2036026d1_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Chicken Soup for the Soul Entertainment Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

 

16842Q100

(CUSIP Number)

 

November 12, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 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. 16842Q100

 

 

1.Names of Reporting Persons

 

Scott Stewart Miller

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

3. SEC Use Only

 

4. Citizenship or Place of Organization

 

USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.   SOLE VOTING POWER 699,231
6.   SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 699,231
8.   SHARED DISPOSITIVE POWER 0

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

 

699,231

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11. Percent of Class Represented by Amount in Row (9)

 

14.4%

 

12. Type of Reporting Person (See Instructions)

 

IN

 

 

 

*Ownership information above is as of the end of business on November 12, 2020, the day before the filing date of this Schedule 13G.

Page 2 of 9 Pages

 

CUSIP No. 16842Q100

 

 

1. Names of Reporting Persons

 

Greenhaven Road Investment Management, LP

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

3. SEC Use Only

 

4. Citizenship or Place of Organization

 

Delaware, USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 699,231
6. SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 699,231
8.   SHARED DISPOSITIVE POWER 0

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

 

699,231

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11. Percent of Class Represented by Amount in Row (9)

 

14.4%

 

12. Type of Reporting Person (See Instructions)

 

PN

 

 

*Ownership information above is as of the end of business on November 12, 2020, the day before the filing date of this Schedule 13G.

Page 3 of 9 Pages

 

CUSIP No. 16842Q100

 

 

1.Names of Reporting Persons

 

MVM Funds, LLC

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

New York, USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 699,231
6.   SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 699,231
8.   SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

699,231

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.Percent of Class Represented by Amount in Row (9)

 

14.4%

 

12.Type of Reporting Person (See Instructions)

 

OO

 

 

*Ownership information above is as of the end of business on November 12, 2020, the day before the filing date of this Schedule 13G.

Page 4 of 9 Pages

 

CUSIP No. 16842Q100

 

 

1.Names of Reporting Persons

 

Greenhaven Road Capital Fund 1, L.P.

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Delaware, USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.   SOLE VOTING POWER 346,510
6.   SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 346,510
8.   SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

346,510

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.Percent of Class Represented by Amount in Row (9)

 

7.1%

 

12.Type of Reporting Person (See Instructions)

 

PN

 

 

*Ownership information above is as of the end of business on November 12, 2020, the day before the filing date of this Schedule 13G.

Page 5 of 9 Pages

 

CUSIP No. 16842Q100

 

 

1.Names of Reporting Persons

 

Greenhaven Road Capital Fund 2, L.P.

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Delaware, USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.   SOLE VOTING POWER 352,721
6.   SHARED VOTING POWER 0
7.   SOLE DISPOSITIVE POWER 352,721
8.   SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

352,721

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.Percent of Class Represented by Amount in Row (9)

 

7.3%

 

12.Type of Reporting Person (See Instructions)

 

PN

 

 

*Ownership information above is as of the end of business on November 12, 2020, the day before the filing date of this Schedule 13G.

Page 6 of 9 Pages

 

Item 1.

 

(a)The name of the issuer is Chicken Soup for the Soul Entertainment Inc. (the “Issuer”).

 

(b)The principal executive offices of the Issuer are located at 132 E. Putnam Avenue, Floor 2W, Cos Cob, CT 06807.

 

Item 2.

 

(a)This Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) Scott Stewart Miller; (2) Greenhaven Road Investment Management, LP, a Delaware limited partnership (the “Investment Manager”); (3) MVM Funds, LLC, a New York limited liability company (the “General Partner”); (4) Greenhaven Road Capital Fund 1, L.P., a Delaware limited partnership (“Fund 1”); and (5) Greenhaven Road Capital Fund 2, L.P., a Delaware limited partnership (“Fund 2”, and together with Fund 1, the “Funds”) (all of the foregoing, collectively, the “Reporting Persons”). Each Fund is a private investment vehicle. The Funds directly beneficially own the Class A Common Stock (as defined below) reported in this Statement. The Investment Manager is the investment manager of the Funds. The General Partner is the general partner of the Funds and the Investment Manager. Scott Stewart Miller is the controlling person of the General Partner. Scott Stewart Miller, the Investment Manager and the General Partner may be deemed to beneficially own the Class A Common Stock directly beneficially owned by the Funds. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person.

 

(b)The principal business office of the Reporting Persons is c/o Royce & Associates LLC, 8 Sound Shore Drive, Suite 190, Greenwich, CT 06830.

 

(c)For citizenship information see Item 4 of the cover page of each Reporting Person.

 

(d)This Statement relates to the Class A Common Stock, par value $0.0001 per share, of the Issuer (the “Class A Common Stock”).

 

(e)The CUSIP Number of the Class A Common Stock is 16842Q100.

 

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)¨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:                                    

 

Page 7 of 9 Pages

 

 

Item 4. Ownership.

 

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the end of business on the day before the filing date of this Schedule 13G, which is also the Event Date. The percentage beneficial ownership of each Reporting Person is based on 4,856,946 shares of Class A Common Stock outstanding as of November 12, 2020, as reported by the Issuer in its Form 10-Q filed on November 12, 2020

 

Item 5. Ownership of Five 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 five percent of the class of securities, check the following: ¨

 

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 on 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. Certification.

 

(a)Not applicable.

 

(b)Not applicable.

 

(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.

  

Page 8 of 9 Pages

 

 

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: November 13, 2020

 

Scott Stewart Miller

Greenhaven Road Investment Management, LP

MVM Funds, LLC

Greenhaven Road Capital Fund 1, L.P.

Greenhaven Road Capital Fund 2, L.P.

 

 

By:/s/ Scott Stewart Miller  

Scott Stewart Miller, for himself
and as the Managing Member of
the General Partner (for itself and
on behalf of the Funds and the
Investment Manager)

 

Page 9 of 9 Pages