Page 6 of 7 – SEC Filing
SCHEDULE 13D/A
This Amendment No. 6 (this Amendment) to the Schedule 13D (the Schedule 13D) is being filed on behalf of Prescott
Group Capital Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group Aggressive Small Cap
II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to shares of Common Stock, $0.01
par value (the Common Stock), of 4Licensing Corporation, a Delaware corporation (the Issuer).
This Amendment
relates to Common Stock purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (Prescott Master Fund), of which the Small Cap Funds are the general
partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 6,046,084 shares of Common Stock held by the
Prescott Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 6,046,084 shares of Common Stock held by Prescott Master Fund.
The shares of Common Stock held by the Reporting Persons (as defined below) reported on this Amendment were previously reported on a Schedule
13G/A filed with the Securities Exchange Commission on February 12, 2010. This Amendment amends and restates in its entirety the Schedule 13D as set forth below.
Item 4 of the Schedule 13D is hereby amended to add the following:
Item 4. Purpose of the Transaction
On March 18, 2016, the Reporting Persons were notified that the Issuers newly appointed sole Board member was resigning as a result his
assessment of the Issuers financial situation and the termination of the Issuers Directors and Officers insurance. Faced with the appointment of a court receiver for the Issuer, the Reporting Persons determined that a representative of
the Reporting Person would step in as a Board member of Issuer in an attempt to maximize the value of Issuers remaining assets. Given the fact that all former employees have resigned, the book and records have not been kept current and the
Issuer has substantial unpaid liabilities, the Reporting Persons currently anticipate providing Issuer with only temporary debt funding in order to facilitate the maximization of Issuers assets through a formal bankruptcy filing.
Although the Reporting Persons have no specific plan or proposal to acquire or dispose of the shares of Common Stock, consistent with their
investment purpose, the Reporting Persons at any time and from time to time may acquire additional shares of Common Stock or dispose of any or all of their shares of Common Stock depending upon an ongoing evaluation of the investment in the Common
Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.
