Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

 

JRjr33, Inc.

(Name of Issuer)

 

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

 

46645Q106

(CUSIP Number)

 

 

July 22, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this

Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

*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).

 

 

Cusip No. 46645Q106

1. Namesof Reporting Persons

 

 

Robert Way

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

 

3. SEC Use Only

 

 

4. Citizenshipor Placeof Organization

 

United Kingdom

 

 

Number of Shares Beneficially Owned by Each Reporting Person with	5.   Sole Voting Power
		4,761,345
	6.   Shared Voting Power
		0
	7.   Sole Dispositive Power
		4,761,345
	8.   Shared Dispositive Power
		0

 

9. Aggregate Amount Beneficially Owned by each Reporting Person

 

4,761,345

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

11. Percent of Class Represented by Amount in Row (9)

 

11.9%

 

12. Type of Reporting Person (See Instructions)

 

IN

 

 

Item 1(a). Name of Issuer:

 

JRjr33, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

2950 North Harwood Street, 22^nd Floor

Dallas, Texas 75201

Item 2(a). Name of Person(s) Filing:

 

Robert Way

Item 2(b). Address of Principal Business Office, or if None, Residence:

 

The address of the residence of Robert Way (“Way”) is Vogel Veide, Poolhead Lane, Tanworth-in-Arden, Solihull, West Midlands, B94 5EH, United Kingdom.

 

Item 2(c). Citizenship:

 

Way is a citizen of the United Kingdom.

Item 2(d). Title of Class of Securities:

 

Common Stock, $0.0001 par value

 

Item 2(e). CUSIP Number:

 

46645Q106

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a:

 

(a)

[_] Broker or dealer registered under section 15 of the Act.

 

(b)

[_] Bank as defined in section 3(a)(6) of the Act.

 

(c)

[_] Insurance company as defined in section 3(a)(19) of the Act.

 

(d)

[_] Investment company registered under section 8 of the Investment Company Act of 1940.

 

(e)

[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

 

 

(j)

[_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)

[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________________.

 

Item 4. Ownership.

 

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

 

(a)

Amount beneficially owned:

 

As of the date of this filing, Way is deemed to beneficially own an aggregate of 4,761,345 shares of Common Stock of the Issuer (the “Way Shares”). This amount includes 732,000 shares of Common Stock of the Issuer that Way owns outright and 4,029,345 shares of Common Stock of the Issuer that Way is deemed to beneficially own by virtue of the Conversion Event (as defined below). Way has sole power to direct the vote and to direct the disposition of the Way Shares.

 

Pursuant to the terms of that certain Convertible Note (the “Note”), dated as of October 15, 2015, in the principal amount of £2,811,404, and issued by Trillium Pond AG, a company incorporated in Switzerland and an affiliate of the Issuer (“Trillium”) in favor of Way, Trillium was required to make a certain cash redemption payment (the “Cash Redemption Payment”) to Way on July 14, 2016 (the “Cash Redemption Date”). When Trillium failed to make the Cash Redemption Payment within five (5) business days after the Cash Redemption Date (i.e., by midnight on July 21, 2016), Way acquired the right, but not the obligation, to request a conversion of the balance due him under the Note (the “Conversion Event”). The conversion price applicable to the Conversion Event, per the terms of the Note, is the weighted average of the closing market prices for the Common Stock of the Issuer for each of the ten (10) trading days ending with the trading day five (5) business days preceding the date of the Conversion Event (i.e, July 15, 2016). This formula yields a conversion price of $0.90 (the “Conversion Price”). The balance due Way under the Note as of July 22, 2014 (including both principal and interest) was £2,740,279.20. The exchange rate for United States Dollars to Great British Pounds as of July 22, 2014 was 1.3167, yielding a Note balance value of $3,608,125.62 in cash (the “USD Conversion Value”), or 4,029,345 shares of Common Stock of the Issuer issuable at the Conversion Price (i.e., the USD Conversion Value divided by the Conversion Price). Such shares (the “Conversion Shares”) are therefore included in the Way Shares, as indicated in the immediately preceding paragraph. Way has not yet exercised his conversion right and disclaims beneficial ownership of the Conversion Shares.

 

(b)

Percent of class:

 

The Way Shares represent approximately 11.9% of the Issuer’s Common Stock, based on 36,085,324 issued and outstanding shares of Common Stock of the Issuer as of June 27, 2016, as reflected in the Form 10-K filed by the Company with the Securities and Exchange Commission on June 28, 2016.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

Way

4,761,345

 

(ii)

Shared power to vote or to direct the vote:

Way

0

 

(iii)

Sole power to dispose or to direct the disposition of:

Way

4,761,345

 

 

(iv)

Shared power to dispose or to direct the disposition of:

Way

0

 

Item 5. Ownership of Five Percent or Less of a Class.

 

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 [ ].

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certifications.

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):

 

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, other than activities solely in connection with a nomination under §240.14a-11.

 

 

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.

 

 

	August 12, 2016
	(Date)
	/s/  Robert Way
	Robert Way

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).