Filing Details
- Accession Number:
- 0001654954-19-001238
- Form Type:
- 13D Filing
- Publication Date:
- 2019-02-08 17:16:27
- Filed By:
- Briskie David
- Company:
- Youngevity International Inc. (NASDAQ:YGYI)
- Filing Date:
- 2019-02-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| David Briskie | 1,685,179 | 350,028 | 1,685,179 | 350,028 | 2,035,207 | 7.46% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. 1)*
YOUNGEVITY INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
987537206
(CUSIP Number)
David Briskie
2400 Boswell Road
Chula Vista, CA 91914
(619) 934-3980
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 2019
(Date of Event which Requires Filing of this
Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
| * | 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. 987537206 | 13D | Page
1 of 6
Pages |
| (1) | NAMES
OF REPORTING PERSONS David
Briskie | |||||
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a)
☐ (b) ☐ Not
applicable. | |||||
| (3) | SEC USE
ONLY | |||||
| (4) | SOURCE
OF FUNDS (see instructions) PF,
00 | |||||
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||||
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | |||||
| NUMBER
OF SHARES | | (7) | |
SOLE VOTING POWER 1,685,179 | ||
|
BENEFICIALLY OWNED
BY | | (8) | |
SHARED VOTING POWER 350,028 | ||
| EACH REPORTING
| | (9) | |
SOLE DISPOSITIVE POWER 1,685,179 | ||
|
PERSON WITH | |
(10) | |
SHARED DISPOSITIVE POWER 350,028 | ||
| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,035,207 | |||||
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | |||||
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.46% | |||||
| (14) | TYPE OF
REPORTING PERSON (see instructions) IN | |||||
| CUSIP
No. 987537206 | 13D | Page
3 of 6
Pages |
Item 1. Security and Issuer.
This
Schedule 13D (the “Schedule 13D”) relates to the shares
of common stock, par value $0.001 per share (the “Common
Stock”), of Youngevity International, Inc., a Delaware
corporation (the “Issuer”). The principal executive
offices of the Issuer are located at 2400 Boswell Road, Chula
Vista, California 91914.
Item 2. Identity and Background.
| (a) | This
Schedule 13D is being filed by David Briskie. |
| (b) | The
principal business address for Mr. Briskie is 2400 Boswell Road,
Chula Vista, California 91914. |
| (c) | Mr.
Briskie is the President and Chief Financial Officer of the Issuer
and a director of the Issuer. |
| (d) | Mr.
Briskie has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| (e) | Mr.
Briskie has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject or, federal or
state securities laws or finding any violation with respect to such
laws. |
| (f) | Mr.
Briskie is a citizen of the United States of America. |
Item 3. Source and Amount of Funds or Other
Consideration.
See the
response to Item 4, which is incorporated by reference
herein.
Item 4. Purpose of the Transaction.
On
February 5, 2019, Mr. Briskie received an award under the
Issuer’s Amended and Restated 2012 Stock Option Plan (the
“Plan”) of an option to purchase 458,529 shares of
Common Stock, having an exercise price equal to the fair market
value of the Common Stock on the date of grant, vesting in full
immediately upon grant and expiring ten years
thereafter.
Item 5. Interest in Securities of the Issuer.
The
information in this Item 5 is provided as of the date hereof and is
based on 25,760,708 shares of Common Stock outstanding on January
31, 2019.
Mr. Briskie is
the beneficial owner of, and has the sole power to vote or direct
the vote and to dispose or direct the disposition of 1,685,179
shares of Common Stock, which consists of 170,429 shares of Common
Stock owned individually that were acquired by Mr. Briskie in
privately negotiated transactions prior to the Issuer becoming a
reporting company, outstanding options issued during 2012, 2013,
2014, 2016, 2018 and 2019 under the Plan as compensation for
services to purchase an aggregate of 1,514,750 shares of Common
Stock.
Mr.
Briskie is the beneficial owner of and has the shared power to vote
or direct the vote and to dispose or direct the disposition of
350,028 shares of Common Stock, which consists of 100,028 shares of
Common Stock owned by Brisk Investments, LP, and 250,000 shares of
Common Stock owned by Brisk Management, LLC, each of which are
entities controlled by Mr. Briskie. The shares were acquired by Mr.
Briskie in privately negotiated transactions prior to the Issuer
becoming a reporting company.
The
information provided above does not include 250,000 restricted
stock units issued to Mr. Briskie in August 2017, of which each
unit represents a contingent right to receive one share of Common
Stock, vesting as follows: (i) Year 3 – 25,000 shares; (ii)
Year 4 – 37,500 shares; (iii) Year 5 – 125,000 shares;
and (iv) Year 6 – 62,500 shares; provided that Mr. Briskie
continues to serve as an executive officer or otherwise is not
terminated for cause prior to such dates.
| CUSIP
No. 987537206 | 13D | Page
[Insert
Page Number] of 6 Pages |
As of
the date hereof, the aggregate number and percentage of shares of
Common Stock beneficially owned by Mr. Briskie (based on
25,760,708 shares
of Common Stock outstanding as of January 31, 2019) are as
follows:
| (a) | Number of shares of
Common Stock beneficially owned: | Percent of class of
Common Stock: |
| | | |
| | 2,035,207 | 7.46% |
(b)
Number of shares of
Common Stock as to which Mr. Briskie has:
| (i) Sole
power to vote or to direct the vote: | 1,685,179 |
| | |
| (ii) Shared power
to vote or to direct the vote: | 350,028 |
| | |
| (iii) Sole power to
dispose or to direct the disposition of: | 1,685,179 |
| | |
| (iv) Shared
power to dispose or to direct the disposition of: | 350,028 |
(c)
See Item 4 and
Annex A hereto, both of which are incorporated by reference
herein.
(d)
Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
See the
responses to Item 4 and Item 5, which are incorporated by reference
herein.
Item 7. Material to be filed as
Exhibits.
| | |
| Annex
A: | Certain
Transactions by the Reporting Person |
| CUSIP
No. 987537206 | 13D | Page
5 of 6
Pages |
SIGNATURE
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.
Date:
February 8, 2019
| | /s/ David
Briskie |
| | David
Briskie |
| CUSIP
No. 987537206 | 13D | Page
6 of 6
Pages |
Annex A
Transactions by the Reporting Person During the Past Sixty
Days
| 02/05/2019 | | Received
an award of an option to acquire 458,529 shares of Common
Stock | | $ |
* | |
| 01/09/2019 | | Received
an award of an option to acquire 541,471 shares of Common
Stock | | $ | ** | |
*
As
disclosed in this Schedule 13D, on February 5, 2019, Mr. Briskie
received an award under the Issuer’s Amended and Restated
2012 Stock Option Plan of an option to purchase 458,529 shares of
Common Stock as compensation for services rendered, having an
exercise price equal to the fair market value of the Common Stock
on the date of grant, vesting upon grant and expiring ten years
thereafter.
**
As
disclosed in this Schedule 13D, on January 9, 2019, Mr. Briskie
received an award under the Issuer’s Amended and Restated
2012 Stock Option Plan of an option to purchase 541,471 shares of
Common Stock as compensation for services rendered, having an
exercise price equal to the fair market value of the Common Stock
on the date of grant, vesting upon grant and expiring ten years
thereafter.