*
|
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
|
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
|
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
8.
|
SHARED VOTING POWER
|
BENEFICIALLY |
|
|
OWNED BY |
|
16,405,256
|
EACH |
9.
|
SOLE DISPOSITIVE POWER
|
REPORTING |
|
|
PERSON WITH |
|
0
|
10.
|
SHARED DISPOSITIVE POWER | |
|
|
|
|
16,405,256 |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,405,256
|
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)
52%*
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
*
|
Percentage of class calculated based on 31,283,364 total outstanding shares of Common Stock as of March 1, 2021, as reported in the Issuer’s Annual Report
on Form 10-K for the period ending December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on March 10, 2021.
|
CUSIP No. 826176 10 9
|
13D
|
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
|
|
|
|
|
NUMBER OF
|
|
10,744,054
|
SHARES
|
8.
|
SHARED VOTING POWER
|
BENEFICIALLY |
|
|
OWNED BY |
|
16,405,256
|
EACH |
9.
|
SOLE DISPOSITIVE POWER
|
REPORTING |
|
|
PERSON WITH |
|
10,744,054
|
10.
|
SHARED DISPOSITIVE POWER | |
|
|
|
|
16,405,256 |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,405,256
|
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)
52%*
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
*
|
Percentage of class calculated based on 31,283,364 total outstanding shares of Common Stock as of March 1, 2021, as reported in the Issuer’s Annual Report
on Form 10-K for the period ending December 31, 2020, filed with the SEC on March 10, 2021.
|
CUSIP No. 826176 10 9
|
13D
|
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
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
NUMBER OF
|
|
2,049,091
|
SHARES
|
8.
|
SHARED VOTING POWER
|
BENEFICIALLY |
|
|
OWNED BY |
|
16,405,256
|
EACH |
9.
|
SOLE DISPOSITIVE POWER
|
REPORTING |
|
|
PERSON WITH |
|
2,049,091
|
10.
|
SHARED DISPOSITIVE POWER | |
|
|
|
|
16,405,256 |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,405,256
|
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)
52%*
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
|
*
|
Percentage of class calculated based on 31,283,364 total outstanding shares of Common Stock as of March 1, 2021, as reported in the Issuer’s Annual Report
on Form 10-K for the period ending December 31, 2020, filed with the SEC on March 10, 2021.
|
CUSIP No. 826176 10 9
|
13D
|
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
|
|
|
|
|
NUMBER OF
|
|
3,053,128
|
SHARES
|
8.
|
SHARED VOTING POWER
|
BENEFICIALLY |
|
|
OWNED BY |
|
16,405,256
|
EACH |
9.
|
SOLE DISPOSITIVE POWER
|
REPORTING |
|
|
PERSON WITH |
|
3,053,128
|
10.
|
SHARED DISPOSITIVE POWER | |
|
|
|
|
16,405,256 |
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,405,256
|
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)
52%*
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
*
|
Percentage of class calculated based on 31,283,364 total outstanding shares of Common Stock as of March 1, 2021, as reported in the Issuer’s Annual Report
on Form 10-K for the period ending December 31, 2020, filed with the SEC on March 10, 2021.
|
CUSIP No. 826176 10 9
|
13D
|
CUSIP No. 826176 10 9
|
13D
|
(a)
|
As of the date hereof:
|
i.
|
KCA beneficially owns 0 shares of Common Stock, representing 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 10,744,054 shares of Common Stock, representing approximately 34% 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 5,661,202 additional shares of 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 16,405,256 shares of Common Stock, representing approximately 52% of the outstanding Common Stock of the Issuer.
|
iii.
|
John M. Gebbia is the direct beneficial owner of 2,049,091 shares of Issuer Common Stock, representing approximately 7% of outstanding Common Stock of the Issuer,
and he may be deemed to share indirect beneficial ownership of a total of 38,000 additional shares of Issuer Common Stock, owned by certain family members.
|
iv.
|
Richard Gebbia is the direct beneficial owner of 3,053,128 shares of Issuer Common Stock, representing approximately 10% of outstanding Common Stock of the Issuer,
and he may be deemed to share indirect beneficial ownership of a total of 404,546 additional shares of Issuer Common Stock, owned by certain family members.
|
|
Each of KCA, Gloria E. Gebbia, John M. Gebbia and Richard Gebbia, as a member of the “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 own beneficially of the shares of Common Stock directly or beneficially owned by the other Reporting Persons, which is, in the aggregate, 16,405,256 shares. Each of the Reporting Persons disclaims the beneficial
ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
The percentage calculations in Item 5(a) are based on 31,283,364 total outstanding shares of Common Stock as of March 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the period ending
December 31, 2020, filed with the SEC on March 10, 2021.
|
(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
|
|
Except for the Amended and Restated Joint Filing and Group Agreement, which is incorporated into this Item 6 by reference, and as otherwise set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no
other contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any person with respect to any securities of the Issuer, including but not limited to: transfer or voting of any
of the securities of the Issuer or of its subsidiaries, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency
the occurrence of which would give another person voting power over the securities of the Issuer.
|
CUSIP No. 826176 10 9
|
13D
|
|
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
|