Filing Details
- Accession Number:
- 0001157523-19-002354
- Form Type:
- 13D Filing
- Publication Date:
- 2019-12-18 09:00:19
- Filed By:
- Kennedy Cabot Acquisition, Llc
- Company:
- Siebert Financial Corp (NASDAQ:SIEB)
- Filing Date:
- 2019-12-18
- 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 |
|---|---|---|---|---|---|---|
| Kennedy Cabot Acquisition | 0 | 17,086,977 | 0 | 17,086,977 | 17,086,977 | 62.9% |
| Gloria E. Gebbia | 7,658,500 | 17,086,977 | 7,658,500 | 17,086,977 | 17,086,977 | 62.9% |
| John M. Gebbia | 1,794,919 | 17,086,977 | 1,794,919 | 17,086,977 | 17,086,977 | 62.9% |
| Richard Gebbia | 2,608,319 | 17,086,977 | 2,608,319 | 17,086,977 | 17,086,977 | 62.9% |
| David Gebbia | 1,011,719 | 17,086,977 | 1,011,719 | 17,086,977 | 17,086,977 | 62.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Siebert Financial Corp
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
826176 10 9
(CUSIP Number)
Gloria E. Gebbia
Managing Member
Kennedy Cabot Acquisition, LLC
24005 Ventura Blvd. Suite 200 Calabasas CA 91302
(212) 514-8369
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 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. 826176 10 9 | 13D | Page 2 of 9 |
| 1. | NAMES OF REPORTING PERSONS |
| | |
| | Kennedy Cabot Acquisition, LLC |
| 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) |
| | |
| | AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| Nevada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER |
| | | |
| | 0 | |
| 8. | SHARED VOTING POWER | |
| | | |
| | 17,086,977 | |
| 9. | SOLE DISPOSITIVE POWER | |
| | | |
| | 0 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 17,086,977 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 17,086,977 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 62.9%* | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| OO |
| * | Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ending September 30, 2019, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2019. |
| CUSIP No. 826176 10 9 | 13D | Page 3 of 9 |
| 1. | NAMES OF REPORTING PERSONS |
| | |
| | Gloria E. Gebbia |
| 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) |
| | |
| | PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| Gloria E. Gebbia is a US Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER |
| | | |
| | 7,658,500 | |
| 8. | SHARED VOTING POWER | |
| | | |
| | 17,086,977 | |
| 9. | SOLE DISPOSITIVE POWER | |
| | | |
| | 7,658,500 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 17,086,977 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 17,086,977 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 62.9%* | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
| * | Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for
the period ending September 30, 2019, filed with the SEC on November 13, 2019. |
| CUSIP No. 826176 10 9 | 13D | Page 4 of 9 |
| 1. | NAMES OF REPORTING PERSONS |
| | |
| | John M. Gebbia |
| 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) |
| | |
| | PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| John M. Gebbia is a US Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER |
| | | |
| | 1,794,919 | |
| 8. | SHARED VOTING POWER | |
| | | |
| | 17,086,977 | |
| 9. | SOLE DISPOSITIVE POWER | |
| | | |
| | 1,794,919 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 17,086,977 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 17,086,977 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 62.9%* | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
| * | Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for
the period ending September 30, 2019, filed with the SEC on November 13, 2019. |
| CUSIP No. 826176 10 9 | 13D | Page 5 of 9 |
| 1. | NAMES OF REPORTING PERSONS |
| | |
| | Richard Gebbia |
| 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) |
| | |
| | PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| Richard Gebbia is a US Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER |
| | | |
| | 2,608,319 | |
| 8. | SHARED VOTING POWER | |
| | | |
| | 17,086,977 | |
| 9. | SOLE DISPOSITIVE POWER | |
| | | |
| | 2,608,319 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 17,086,977 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 17,086,977 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 62.9%* | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
| * | Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ending September 30, 2019, filed with the SEC on November 13, 2019. |
| CUSIP No. 826176 10 9 | 13D | Page 6 of 9 |
| 1. | NAMES OF REPORTING PERSONS |
| | |
| | David Gebbia |
| 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) |
| | |
| | PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| David Gebbia is a US Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER |
| | | |
| | 1,011,719 | |
| 8. | SHARED VOTING POWER | |
| | | |
| | 17,086,977 | |
| 9. | SOLE DISPOSITIVE POWER | |
| | | |
| | 1,011,719 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 17,086,977 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 17,086,977 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| (see instructions) ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 62.9%* | |
| 14. | TYPE OF REPORTING PERSON (see instructions) |
| IN |
| * | Percentage of class calculated based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ending September 30, 2019, filed with the SEC on November 13, 2019. |
| CUSIP No. 826176 10 9 | 13D | Page 7 of 9 |
Item 1. Security and Issuer.
This Amendment 10 to Schedule 13D (this "Amendment") amends Amendment 9 to Schedule 13D filed on September 30, 2019. Amendment 9 amended Amendment 8 to Schedule 13D filed on
May 9, 2019. Amendment 8 amended Amendment 7 to Schedule 13D filed on April 4, 2019. Amendment No. 7 amended Amendment 6 to Schedule 13D filed on January 2, 2019. Amendment 6 amended Amendment 5 to Schedule 13D filed on September 11, 2018 (“Amendment
5”). Amendment 5 amended the amended and restated Schedule 13D filed on April 25, 2018 as Amendment 4 (the “Amended and Restated Schedule 13D”), by Kennedy Cabot Acquisition, LLC, a Nevada limited liability company (“KCA”), Gloria E. Gebbia, the
Managing Member of KCA, Richard Gebbia, David Gebbia and John M. Gebbia (each a “Reporting Person” and collectively, the “Reporting Persons”). The Amended and Restated Schedule 13D was filed by the Reporting Persons to amend and restate the Schedule
13D filed on December 21, 2016 (the “Original Schedule 13D”), as amended and supplemented by Amendment 1 filed on January 11, 2018, Amendment No. 2 filed on January 26, 2018, and Amendment 3 filed on February 26, 2018.
This Amendment is being filed by the Reporting Persons relating to the common stock, par value $0.01 per share (the “Common Stock”), of Siebert Financial
Corp., a New York corporation (the “Issuer”), whose principal executive officers are located at 120 Wall Street, New York, NY 10005.
The Reporting Persons are filing this Amendment to report the sale by KCA of 50,000 shares of Common Stock pursuant to an exercise of a warrant.
This Amendment does not restate disclosures in the Amended and Restated Schedule 13D that are not being amended, and should be read in conjunction with
the Amended and Restated Schedule 13D. Except as set forth herein, the Amended and Restated Schedule 13D is unmodified. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Amended and Restated
Schedule 13D.
| CUSIP No. 826176 10 9 | 13D | Page 8 of 9 |
Item 5 of Amendment 8 is hereby amended and restated as follows:
| (a) | As of the date hereof: |
| i. | KCA beneficially owns 3,527,283 shares of Common Stock, representing approximately 13.0% of the outstanding Common Stock of the Issuer. |
| ii. | Gloria E. Gebbia is the Managing Member of KCA and, as such, can vote or direct the vote or dispose or direct the disposition of the shares of Common Stock owned by KCA, and (ii) Gloria E. Gebbia is the
direct beneficial owner of 7,658,500 shares of Common Stock, representing approximately 28.2% of outstanding Common Stock of the Issuer, and she is the indirect beneficial owner of the shares owned by KCA and she may be deemed to share
indirect beneficial ownership of a total of 5,901,194 additional shares of Issuer Common Stock, owned by family trusts and certain members of Gloria E. Gebbia’s family. Accordingly, Gloria E. Gebbia may be deemed to beneficially own,
directly and indirectly, an aggregate of 17,086,977 shares of Common Stock, representing approximately 62.9% of the outstanding Common Stock of the Issuer. |
| iii. | John M. Gebbia is the direct beneficial owner of 1,794,919 shares of Issuer Common Stock, representing approximately 6.6% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 18,000 additional shares of Issuer Common Stock, owned by certain family members. |
| iv. | Richard Gebbia is the direct beneficial owner of 2,608,319 shares of Issuer Common Stock, representing approximately 9.6% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 329,000 additional shares of Issuer Common Stock, owned by certain family members. |
| v. | David Gebbia is the direct beneficial owner of 1,011,719 shares of Issuer Common Stock, representing approximately 3.7% of outstanding Common Stock of the Issuer and he may be deemed to share indirect
beneficial ownership of a total of 22,800 additional shares of Issuer Common Stock, owned by certain family members. |
Each of KCA, John M. Gebbia, Richard Gebbia and David Gebbia, as a member of the “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, may be deemed to own beneficially of the shares of Common Stock directly or beneficially owned by the other Reporting Persons, which is, in the aggregate, 17,086,977 shares. Each of the Reporting Persons
disclaims the beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
The percentage calculations in Item 5(a) are based on 27,157,188 total outstanding shares of Common Stock as of November 13, 2019, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the period ending September 30, 2019, filed with the SEC on November 13, 2019.
| (b) | The information contained in rows 7, 8, 9 and 10 on each of the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5(b). |
| (c) | Except as otherwise described in this Amendment, the Reporting Persons have not effected any transactions in the Common Stock or other equity security of the Issuer during the last 60 days: |
| CUSIP No. 826176 10 9 | 13D | Page 9 of 9 |
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.
Dated: December 18, 2019
| Kennedy Cabot Acquisition, LLC | ||
| | By: | /s/ Gloria E. Gebbia |
| Gloria E. Gebbia | ||
| Managing Member | ||
| /s/ Gloria E. Gebbia | ||
| Gloria E. Gebbia | ||
| /s/ John M. Gebbia | ||
| John M. Gebbia | ||
| /s/ Richard Gebbia | ||
| Richard Gebbia | ||
| /s/ David Gebbia | ||
| David Gebbia | ||