Siebert Financial Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
826176 10 9 |
(CUSIP Number) |
Gloria E. Gebbia |
Managing Member |
Kennedy Cabot Acquisition, LLC |
24005 Ventura Blvd. Suite 200 Calabasas CA 91302 |
(212) 514-8369 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
April 16, 2020
|
(Date of Event which Requires Filing of this Statement) |
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 |
|
7. |
SOLE VOTING POWER |
0 |
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
19,221,799 | |
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
0 |
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
19,221,799
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
19,221,799
|
||
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) | |
63%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
OO |
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 |
|
7. |
SOLE VOTING POWER |
10,031,236
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
19,221,799
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
10,031,236
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
19,221,799
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
19,221,799
|
||
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) | |
63%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
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 |
|
7. |
SOLE VOTING POWER |
1,826,681
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
19,221,799
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
1,826,681
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
19,221,799
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
19,221,799
|
||
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) | |
63%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
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 |
|
7. |
SOLE VOTING POWER |
2,640,081
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
19,221,799
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
2,640,081
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
19,221,799
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
19,221,799
|
||
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) | |
63%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
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 |
|
7. |
SOLE VOTING POWER |
1,035,281
|
||
NUMBER OF | 8. |
SHARED VOTING POWER |
SHARES | |
|
BENEFICIALLY |
19,221,799
|
|
OWNED BY | 9. |
SOLE DISPOSITIVE POWER |
EACH |
||
REPORTING |
1,035,281
|
|
PERSON WITH | 10. |
SHARED DISPOSITIVE POWER |
19,221,799
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
19,221,799
|
||
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) | |
63%*
|
||
14. |
TYPE OF REPORTING PERSON (see instructions) |
|
IN |
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 3,177,283 shares of Common Stock, representing approximately 10% 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
10,031,236 shares of Common Stock, representing approximately 33% 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 6,013,280 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 19,221,799 shares of Common Stock, representing approximately 63% of the outstanding Common Stock of the Issuer.
|
iii.
|
John M. Gebbia is the direct beneficial owner of 1,826,681 shares of Issuer Common Stock, representing approximately 6% of outstanding Common Stock of the Issuer and he may be deemed to share indirect beneficial ownership of a
total of 24,000 additional shares of Issuer Common Stock, owned by certain family members.
|
iv.
|
Richard Gebbia is the direct beneficial owner of 2,640,081 shares of Issuer Common Stock, representing approximately 9% of outstanding Common Stock of the Issuer and he may be deemed to share indirect beneficial ownership of a
total of 335,000 additional shares of Issuer Common Stock, owned by certain family members.
|
v.
|
David Gebbia is the direct beneficial owner of 1,035,281 shares of Issuer Common Stock, representing approximately 3% of outstanding Common Stock of the Issuer and he may be deemed to share indirect beneficial ownership of a total
of 35,800 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 |
Dated: April 20, 2020
|
||
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 |