*
|
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 disclosures provided in a prior cover page.
|
CUSIP No. 826176 10 9
|
13D
|
Page 2 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Kennedy Cabot Acquisition, 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
17,086,977
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
17,086,977
|
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
17,086,977 | |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
(see instructions) ☐ | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
62.9%* | |
14. |
TYPE OF REPORTING PERSON (see instructions) |
OO |
*
|
Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ending September 30, 2019, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2019.
|
CUSIP No. 826176 10 9
|
13D
|
Page 3 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Gloria E. Gebbia
|
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)
|
|
|
|
PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Gloria E. Gebbia is a US Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
7,658,500
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
17,086,977
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
7,658,500
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
17,086,977
|
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
17,086,977
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
(see instructions) ☐ | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
62.9%* | |
14. |
TYPE OF REPORTING PERSON (see instructions) |
IN
|
*
|
Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for
the period ending September 30, 2019, filed with the SEC on November 13, 2019.
|
CUSIP No. 826176 10 9
|
13D
|
Page 4 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
John M. Gebbia
|
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)
|
|
|
|
PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
John M. Gebbia is a US Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
1,794,919
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
17,086,977
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,794,919
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
17,086,977
|
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
17,086,977
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
(see instructions) ☐ | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
62.9%* | |
14. |
TYPE OF REPORTING PERSON (see instructions) |
IN
|
*
|
Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for
the period ending September 30, 2019, filed with the SEC on November 13, 2019.
|
CUSIP No. 826176 10 9
|
13D
|
Page 5 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
Richard Gebbia
|
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)
|
|
|
|
PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Richard Gebbia is a US Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
2,608,319
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
17,086,977
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
2,608,319
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
17,086,977
|
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
17,086,977
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
(see instructions) ☐ | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
62.9%* | |
14. |
TYPE OF REPORTING PERSON (see instructions) |
IN
|
*
|
Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ending September 30, 2019, filed with the SEC on November 13, 2019.
|
CUSIP No. 826176 10 9
|
13D
|
Page 6 of 9
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
David Gebbia
|
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)
|
|
|
|
PF
|
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
David Gebbia is a US Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
1,011,719
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
17,086,977
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
1,011,719
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
17,086,977
|
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
17,086,977
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
(see instructions) ☐ | |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
62.9%* | |
14. |
TYPE OF REPORTING PERSON (see instructions) |
IN
|
*
|
Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ending September 30, 2019, filed with the SEC on November 13, 2019.
|
CUSIP No. 826176 10 9
|
13D
|
Page 7 of 9
|
CUSIP No. 826176 10 9
|
13D
|
Page 8 of 9
|
(a)
|
As of the date hereof:
|
i.
|
KCA beneficially owns 3,527,283 shares of Common Stock, representing approximately 13.0% of the outstanding Common Stock of the Issuer.
|
ii.
|
Gloria E. Gebbia is the Managing Member of KCA and, as such, can vote or direct the vote or dispose or direct the disposition of the shares of Common Stock owned by KCA, and (ii) Gloria E. Gebbia is the
direct beneficial owner of 7,658,500 shares of Common Stock, representing approximately 28.2% of outstanding Common Stock of the Issuer, and she is the indirect beneficial owner of the shares owned by KCA and she may be deemed to share
indirect beneficial ownership of a total of 5,901,194 additional shares of Issuer Common Stock, owned by family trusts and certain members of Gloria E. Gebbia’s family. Accordingly, Gloria E. Gebbia may be deemed to beneficially own,
directly and indirectly, an aggregate of 17,086,977 shares of Common Stock, representing approximately 62.9% of the outstanding Common Stock of the Issuer.
|
iii.
|
John M. Gebbia is the direct beneficial owner of 1,794,919 shares of Issuer Common Stock, representing approximately 6.6% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 18,000 additional shares of Issuer Common Stock, owned by certain family members.
|
iv.
|
Richard Gebbia is the direct beneficial owner of 2,608,319 shares of Issuer Common Stock, representing approximately 9.6% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 329,000 additional shares of Issuer Common Stock, owned by certain family members.
|
v.
|
David Gebbia is the direct beneficial owner of 1,011,719 shares of Issuer Common Stock, representing approximately 3.7% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 22,800 additional shares of Issuer Common Stock, owned by certain family members.
|
(b)
|
The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5(b).
|
(c)
|
Except as otherwise described in this Amendment, the Reporting Persons have not effected any transactions in the Common Stock or other equity security of the Issuer during the last 60 days:
|
CUSIP No. 826176 10 9
|
13D
|
Page 9 of 9
|
Kennedy Cabot Acquisition, LLC | ||
|
By:
|
/s/ Gloria E. Gebbia
|
Gloria E. Gebbia | ||
Managing Member | ||
/s/ Gloria E. Gebbia | ||
Gloria E. Gebbia | ||
/s/ John M. Gebbia | ||
John M. Gebbia
|
||
/s/ Richard Gebbia |
||
Richard Gebbia | ||
/s/ David Gebbia |
||
David Gebbia |