Page 6 of 9 – SEC Filing
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned with respect to the Common Stock, par value $0.01 (the “Common Stock”) of AmBase Corp. (the “Issuer”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
To acquire the Common Stock, the Reporting Persons used aggregate funds of $2,613,182. Such funds were from the working capital of IsZo Capital LP (the “Fund”).
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for the Fund with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On February 16, 2018, the Fund brought an action in the Supreme Court of the State of New York, County of New York, derivatively on behalf of the Issuer against Richard A. Bianco, the Issuer’s Chairman, President and Chief Executive Officer, as well as certain other directors and officers of the Issuer, seeking a declaratory judgment providing certain legal and equitable relief, including a prohibition on the sale of the Issuer’s principal asset, a building at 111 West 57th Street, New York, NY, without the consent of disinterested shareholders. The lawsuit, captioned IsZo Capital L.P. v. Bianco, et al., Index No. 650812/2018, is publicly available through the Supreme Court Records On-Line Library at http://iapps.courts.state.ny.us/iscroll/SQLData.jsp. Interested parties are encouraged to read the suit papers in their entirety.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a) The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 40,737,751 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017. The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in rows 11 and 13 on the cover pages hereto.
(b) Number of shares as to which each Reporting Person has:
(i) sole power to vote or to direct the vote:
See row 7 on the cover pages hereto.
(ii) shared power to vote or to direct the vote:
See row 8 on the cover pages hereto.
(iii) sole power to dispose or to direct the disposition of:
See row 9 on the cover pages hereto.
(iv) shared power to dispose or to direct the disposition of:
See row 10 on the cover pages hereto.
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