Filing Details
- Accession Number:
- 0000905148-21-000745
- Form Type:
- 13D Filing
- Publication Date:
- 2021-12-29 19:00:00
- Filed By:
- Schuler Henri George
- Company:
- Aspira Women's Health Inc. (NASDAQ:AWH)
- Filing Date:
- 2021-12-30
- 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 |
---|---|---|---|---|---|---|
H. George Schuler | 0 | 9,207,779 | 0 | 9,207,779 | 9,207,779 | 8.2% |
Therese Heidi Schuler Trust | 0 | 6,082,620 | 0 | 6,082,620 | 6,082,620 | 5.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Aspira Women's Health Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
04537Y109
(CUSIP Number)
H. George Schuler
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
(224) 880-1210
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 2021 & December 17, 2021
(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 Rule 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 the disclosures provided in a prior cover page.
The information required in 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).
1 | NAMES OF REPORTING PERSONS | | | ||
H. George Schuler | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
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 | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
9,207,779 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
9,207,779 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
9,207,779 | | | |||
| | ||||
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) | | | ||
8.2% (1) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. | This percentage is based on a total of 112,126,549 Shares outstanding as of November 8, 2021, as reported by the Issuer in its Form 10-Q filed by the Company
with the Securities and Exchange Commission on November 10, 2021. |
1 | NAMES OF REPORTING PERSONS | | | ||
Therese Heidi Schuler Trust | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | |||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
WC | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | |||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Illinois | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
6,082,620 | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
6,082,620 | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
6,082,620 | | | |||
| | ||||
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) | | | ||
5.4% (1) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
1. | This percentage is based on a total of 112,126,549 Shares outstanding as of November 8, 2021, as reported by the Issuer in its Form 10-Q filed by the Company
with the Securities and Exchange Commission on November 10, 2021. |
Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the
Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 23, 2013, (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed on December 29, 2014, Amendment No. 2 filed on February 11, 2015, Amendment No. 3 filed
on March 23, 2015, Amendment No. 4 filed on April 28, 2015, Amendment No. 5 filed on July 21, 2015, Amendment No. 6 filed on February 2, 2017, and Amendment No. 7 filed on September 5, 2017, Amendment No. 8 filed on April 19, 2018, Amendment No. 9
filed on June 25, 2018, Amendment No. 10 filed on July 2, 2019, Amendment No. 11 filed on June 12, 2020, Amendment No. 12 filed on July 6, 2020, and Amendment No. 13 filed on February 10, 2021 (collectively, the “Schedule 13D”), with respect to the
common stock, par value $0.001 per share (the “Shares”), of Aspira Women's Health Inc. (the “Issuer”), whose principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738.
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The gifts of Shares described in Item 4 of this Amendment No. 14 were received without compensation, exchange, or other
consideration.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 29, 2021, the
Grandchildren LLC, for which George Schuler serves as manager, received a gift of 567,981 Shares from the Schuler Descendants Trust. On December 17, 2021, the Grandchildren LLC received a gift of 567,980 Shares from JS Grandchildren Trust.
Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:
(a, b) As of the date hereof, George Schuler may be deemed to beneficially own, in the aggregate,
9,207,779 Shares, representing approximately 8.2% of the Shares outstanding. This amount consists of: (i) 6,082,620 Shares held by the Therese Trust; (ii) 2,957,855 Shares held by the Grandchildren LLC; (iii) 26,000 Shares held by Gayle Schuler; and
(iv) 141,304 Shares held by Seascape Partners L.P.
As of the date hereof, Therese Trust may be deemed to beneficially own, in the aggregate, 6,082,620 Shares,
representing approximately 5.4% of the Shares outstanding.
The foregoing beneficial ownership percentages are based on a total of 112,126,549 Shares outstanding as of November 8, 2021, as reported by the
Issuer in its Form 10-Q filed by the Company with the Securities and Exchange Commission on November 10, 2021.
As the manager of each of the Grandchildren LLC and Seascape Partners L.P., and as sole trustee of the Therese Trust, George Schuler shares with
each such entity the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by the respective entity. George Schuler shares with his spouse, Gayle Schuler, the power to vote or to direct the
vote, and the power to dispose or to direct the disposition of, the Shares held by Gayle Schuler.
(c) The response to Item 4 of this Amendment No. 14 is incorporated by reference. In addition, the
following Shares were sold by the Reporting Persons over the past 60 days before the May 20, 2021 Event Date of this Amendment No. 14, in the open market through a broker:
Name | Date | Quantity
Sold | Price |
Grandchildren LLC | 03/22/2021 | 5,885 | $7.3574 |
Therese Trust | 03/22/2021 | 5,886 | $7.3574 |
Grandchildren LLC | 03/23/2021 | 47,263 | $7.0957 |
Therese Trust | 03/23/2021 | 47,263 | $7.0957 |
Grandchildren LLC | 03/26/2021 | 36,933 | $7.3073 |
Therese Trust | 03/26/2021 | 36,932 | $7.3073 |
Grandchildren LLC | 03/29/2021 | 17,985 | $7.0483 |
Therese Trust | 03/29/2021 | 17,986 | $7.0483 |
Grandchildren LLC | 03/30/2021 | 3,999 | $6.552 |
Therese Trust | 03/30/2021 | 3,999 | $6.552 |
Grandchildren LLC | 03/31/2021 | 14,800 | $6.8621 |
Therese Trust | 03/31/2021 | 14,800 | $6.8621 |
Grandchildren LLC | 04/1/2021 | 27,064 | $6.8495 |
Therese Trust | 04/1/2021 | 27,063 | $6.8495 |
Grandchildren LLC | 04/5/2021 | 48,312 | $6.4866 |
Therese Trust | 04/5/2021 | 48,312 | $6.4866 |
Grandchildren LLC | 04/6/2021 | 7,324 | $6.3861 |
Therese Trust | 04/6/2021 | 7,324 | $6.3861 |
Grandchildren LLC | 04/7/2021 | 55,976 | $6.1828 |
Grandchildren LLC | 04/8/2021 | 25,212 | $6.1873 |
Therese Trust | 04/8/2021 | 25,212 | $6.1873 |
Grandchildren LLC | 04/21/2021 | 11,198 | $5.8718 |
Grandchildren LLC | 04/22/2021 | 27,583 | $6.0117 |
Grandchildren LLC | 04/23/2021 | 31,505 | $6.0202 |
Therese Trust | 04/23/2021 | 43,801 | $6.0202 |
Therese Trust | 05/5/2021 | 5,035 | $5.2015 |
Therese Trust | 05/13/2021 | 7,500 | $5.1707 |
Therese Trust | 05/14/2021 | 54,972 | $5.1091 |
Grandchildren LLC | 05/17/2021 | 7,583 | $5.0274 |
Therese Trust | 05/17/2021 | 7,581 | $5.0274 |
Grandchildren LLC | 05/18/2021 | 39,352 | $5.1267 |
Therese Trust | 05/18/2021 | 39,352 | $5.1267 |
Grandchildren LLC | 05/20/2021 | 54,549 | $5.6911 |
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.
H. George Schuler | ||
/s/ H. George Schuler | ||
Therese Heidi Schuler Trust | ||
/s/ H. George Schuler |
Name: Title: | H. George Schuler Trustee |
December 30, 2021
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).