Filing Details

CREATIVE REALITIES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

22530J101

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

1	NAMES OF REPORTING PERSONS
	Cheswold (Horton), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			188,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			188,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	188,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 22530J101

13G

CUSIP No. 22530J101

13G

CUSIP No. 22530J101

13G

Creative Realities, Inc. (the “Issuer”)

13100 Magisterial Drive, Suite 100

Louisville, KY 40223

This Schedule 13G is filed by each of (i) Cheswold (Horton), LLC, a Delaware limited liability company (“Cheswold”), (ii) Next Egg Investments (NFF), LP, a Delaware limited partnership (“NFF”), (iii) Spring Creek Investment Management, LLC, a Delaware limited liability company, (iv) Spring Creek Investments, LP, a Delaware limited partnership, (v) Spring Creek Investments GP, LLC, a Delaware limited liability company, and (vi) Jin Park, a United States citizen (each person or entity listed in clauses (i)-(vi), a “Reporting Person” and, collectively, the “Reporting Persons”).

The principal business address of each of the Reporting Persons is c/o Spring Creek Investment Management, LLC, 1717 Arch Street, Suite 4050, Philadelphia, PA 19103.

Spring Creek Investment Management, LLC is the manager of Cheswold and the investment manager of NFF.  Spring Creek Investments, LP is the general partner of NFF.  Spring Creek Investments GP, LLC is the general partner of Spring Creek Investments, LP.  Jin Park is the sole member of each of Spring Creek Investment Management, LLC and Spring Creek Investments GP, LLC.

Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Cheswold or NFF to the extent they directly hold shares of Common Stock (as defined below)) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Common Stock, par value $0.01 per share (“Common Stock”)

22530J101

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page.

Cheswold directly holds warrants issued by the Issuer (collectively, the “Warrants”) exercisable for 188,000 shares of Common Stock, and NFF directly holds Warrants exercisable for 94,000 shares of Common Stock.

Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Common Stock listed on such Reporting Person’s cover page.

Calculations of the percentage of Common Stock beneficially owned were determined based on 10,924,287 shares of Common Stock outstanding as of November 11, 2020, based on information set forth in the Quarterly Report on Form 10-Q filed by the Issuer on November 12, 2020.

See each cover page hereof.

See each cover page hereof.

See each cover page hereof.

(iv)

Shared power to dispose or to direct the disposition of:

See each cover page hereof.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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: February 16, 2021

[Creative Realities, Inc. - Schedule 13G/A]

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