Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to §240.13d-1(a) and Amendments

Thereto Filed Pursuant to §240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Red Violet, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

75704L104

(CUSIP Number)

Joshua B. Weingard, Esq.

Red Violet, Inc.

2650 North Military Trail, Suite 300

Boca Raton, Florida 33431

(561) 757-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 10, 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 persons 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. 75704L104		Page 2 of 6

 

1.		NAMES OF REPORTING PERSONS   Phillip Frost, M.D.
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)   OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   6,666
				8.		SHARED VOTING POWER   2,497,982 (1)
				9.		SOLE DISPOSITIVE POWER   6,666
				10.		SHARED DISPOSITIVE POWER   2,497,982 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,504,648 (1)
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.4%(2)
14.		TYPE OF REPORTING PERSON (see instructions)   IN

 

(1)

Frost Gamma Investments Trust (FGIT) beneficially owns 2,497,982 shares. Dr. Phillip Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.

(2)	Based on 10,266,613 shares of the Issuers common stock outstanding as of November 5, 2018, as reported by the Issuer in their Quarterly Report on Form 10-Q, for the quarterly period ending September 30, 2018, filed with the Securities and Exchange Commission on November 7, 2018.

CUSIP No. 75704L104		Page 3 of 6

 

1.		NAMES OF REPORTING PERSONS   Frost Gamma Investments Trust 46-0464745
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)   OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   State of Florida

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER
				8.		SHARED VOTING POWER   2,497,982 (1)
				9.		SOLE DISPOSITIVE POWER
				10.		SHARED DISPOSITIVE POWER   2,497,982 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,497,982 (1)
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.3%(2)
14.		TYPE OF REPORTING PERSON (see instructions)   OO

 

(1)

FGIT beneficially owns 2,497,982 shares. Dr. Phillip Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.

(2)	Based on 10,266,613 shares of the Issuers common stock outstanding as of November 5, 2018, as reported by the Issuer in their Quarterly Report on Form 10-Q, for the quarterly period ending September 30, 2018, filed with the Securities and Exchange Commission on November 7, 2018.

CUSIP No. 75704L104		Page 4 of 6

 

Item 1.

Security and Issuer

This Amendment No. 1, dated February 14, 2019 (the Amendment) amends and supplements the statement on Schedule 13D filed on April 6, 2018 (the Original Schedule 13D) by Phillip Frost, M.D. (Frost) and Frost Gamma Investment Trust (FGIT) (together, the Reporting Persons) with respect to shares of common stock, par value $0.001 per share, of Red Violet, Inc., a Delaware corporation (the Issuer), formerly a wholly-owned subsidiary of Cogint, Inc., also a Delaware corporation (cogint). Effective March 26, 2018 (the Effective Date), cogint distributed pro-rata all of the shares of the Issuer to cogint stockholders of record on March 19, 2018 (the Record Date) and holders of certain warrants to purchase cogint common stock (the Spin-off) as further described in Item 3 below.

Capitalized terms not defined in this Amendment will have the meanings from the Original Schedule 13D. This Amendment is filed by the Reporting Persons pursuant to the Joint Filing Agreement, dated April 6, 2018, as executed by the reporting persons listed on the cover pages to this Amendment (Exhibit 99.1 to this Amendment).

The principal executive offices of the Issuer are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.

 

Item 2.

Identity and Background.

The final paragraph of Item 2 is hereby deleted and replaced in its entirety with the following:

During the last five years, the Reporting Persons, except as described below, have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

On December 27, 2018, Frost and FGIT entered into a settlement agreement with the Securities and Exchange Commission (the Commission), which was approved by the court on January 10, 2019, to resolve an action brought by the Commission against Frost, FGIT, and others, in SEC v. Honig et al., 18 Civ. 08175 (S.D.N.Y.). Without admitting or denying the Commissions allegations, Frost agreed to injunctions from violations of the Sections 5(a), 5(c), and 17(a)(2) of the Securities Act of 1933 and Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-1(a) thereunder; approximately $5.5 million in penalty, disgorgement, and prejudgment interest; and a prohibition, with certain exceptions, from trading in penny stocks. Without admitting or denying the Commissions allegations, FGIT agreed to injunctions from violations of Section 17(a)(2) of the Securities Act of 1933; and a prohibition, with certain exceptions, from trading in penny stocks.

 

Item 3.

Source and Amount of Funds or Other Consideration.

No change.

 

Item 4.

Purpose of Transaction.

No change.

CUSIP No. 75704L104		Page 5 of 6

 

Item 5.

Interest in Securities of the Issuer.

No change.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

 

Item 7.

Materials to be Filed as Exhibits.

Exhibit

99.1		Joint Filing Agreement, dated April 6, 2018 by and between the Reporting Persons (previously filed).

CUSIP No. 75704L104		Page 6 of 6

 

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.

 

Dated: February 14, 2019				/s/ Phillip Frost, M.D.
				Phillip Frost, M.D., individually
				FROST GAMMA INVESTMENTS TRUST
Dated: February 14, 2019				By:		/s/ Phillip Frost, M.D.
						Phillip Frost, M.D., Trustee