13G Filing: Redwood Management LLC and Eco Building Products Inc. (ECOB)

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

SCHEDULE
13G

 

Under
the Securities Exchange Act of 1934

ECO
BUILDING PRODUCTS, INC.

(Name
of Issuer)

 

Common
Stock, par value $0.001 per share

(Title
of Class of Securities)

 

268277308

(CUSIP
Number)

 

July
14, 2017

(Date
of Event which Requires Filing of this Statement)

 

Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:

[  ]
Rule 13d-1(b)

[X]
Rule 13d-1(c)

[  ]
Rule 13d-1(d)

 

*
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.

 

The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 268277308

13G

Page 2 of 6 Pages

 

1.	NAMES OF REPORTING PERSONS   Redwood Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [  ]  (b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   28,300,000* (1)
	6.	SHARED VOTING POWER   23,843,231
	7.	SOLE DISPOSITIVE POWER   28,300,000*
	8.	SHARED DISPOSITIVE POWER   23,843,231

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   52,143,231**
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.40% (based on the total of 704,925,771 shares of Common Stock outstanding).
12.	TYPE OF REPORTING PERSON (see instructions)   OO—Limited Liability Company

 

*On
May 18, 2017, the Reporting Person converted 50.94 shares of the Issuer’s Series C 12% Convertible Preferred Stock into
28,300,000 shares of the Issuer’s Common Stock (the “Common Stock”) reported on Rows (5) and (7), above.

 

**
The Reporting Person may be deemed
to have shared power to vote and shared power to dispose of an aggregate of 52,143,231 shares owned by the entities listed below
taken together as a whole since Redwood Management, LLC and MAK, LLC are under the common control of the same principal, Gary
Rogers, who controls all of the equity interests in MAK, LLC and half of the equity interests in Redwood Management, LLC.

 

Name		Shares
Redwood Management, LLC		28,300,000
MAK, LLC		23,843,231

 

 

CUSIP No. 268277308

13G

Page 3 of 6 Pages

 

Item
1.

 

	(a)	Name of Issuer Eco Building Products, Inc., a Colorado corporation.
	(b)	Address of Issuer’s Principal Executive Offices 11568 Sorento Valley Road, Suite 13, San Diego, California 92121

 

Item
2.

 

	(a)	Name of Person Filing This Schedule 13G is being filed by Redwood Management, LLC, a Florida limited liability company, with respect to shares of common stock, $0.001 par value, of the Issuer beneficially owned by the Reporting Person.
	(b)	Address of the Principal Office or, if none, residence 16850 Collins Ave, Suite 112-341, Sunny Isles Beach, Florida, 33160
	(c)	Citizenship The Reporting Person is a Florida limited liability company.
	(d)	Title of Class of Securities Common Stock, $0.001 value per share
	(e)	CUSIP Number 268277308

 

 

CUSIP No. 268277308

13G

Page 4 of 6 Pages

 

Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:

 

	(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item
4. Ownership.

 

(a)

Amount beneficially owned: 52,143,231*

(b)

Percent of class: 7.40%

(c)

Number of shares as to which the Reporting Person has:

a.

Sole power to vote or to direct the vote: 28,000,000

b.

Shared power to vote or to direct the vote: 52,143,231

c.

Sole power to dispose or direct the disposition of: 28,000,000

d.

Shared power to dispose or direct the disposition: 52,143,231

 

*On
May 18, 2017, the Reporting Person converted 50.94 shares of the Issuer’s Series C 12% Convertible Preferred Stock into
28,300,000 shares of the Issuer’s Common Stock The
Reporting Person may be deemed to have shared power to vote and shared power to dispose of an aggregate of 52,143,231 shares owned
by the entities listed below taken together as a whole since Redwood Management, LLC and MAK, LLC are under the common control
of the same principal, Gary Rogers, who controls all of the equity interests in MAK, LLC and half of the equity interests in Redwood
Management, LLC.

 

Item
5. Ownership of Five Percent or Less of a Class.

 

Not
Applicable.

 

Item
6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not
applicable.

 

 

CUSIP No. 268277308

13G

Page 5 of 6 Pages

 

Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not
applicable.

 

Item
8. Identification and Classification of Members of the Group.

 

Not
applicable.

 

Item
9. Notice of Dissolution of Group.

 

Not
applicable.

 

Item
10. Certification.

 

By
signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

 

[Signatures
on Following Page]

 

 

CUSIP No. 268277308

13G

Page 6 of 6 Pages

 

SIGNATURES

 

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

 

 

	Redwood Management, LLC
	By:	/s/ Gary Rogers
	Name:	Gary Rogers
	Title:	Manager