Filing Details
- Accession Number:
- 0001437749-23-003287
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-13 19:00:00
- Filed By:
- Hanna Sally R
- Company:
- T Stamp Inc
- Filing Date:
- 2023-02-14
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Sally R. Hanna | 1,412,326 | 5.8% | ||||
| FSH Capital | 1,412,326 | 5.8% | ||||
| Frank J. Hanna, III | 1,412,327 | 5.8% | ||||
| Bravo One Company, Inc | 1,412,327 | 5.8% | ||||
| Bravo One Company, Inc. as Trustee for The Hummingbird Trust | 1,412,327 | 5.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| T Stamp Inc. |
| (Name of Issuer) |
| Class A Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
| 873048300 |
| (CUSIP Number) |
| December 31, 2022 |
| (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)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)
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).
| 1 | Name Of Reporting Persons Sally R. Hanna | |
| 2 | Check The Appropriate Box If A Member Of A Group (See Instructions) (a) ☐ | |
| 3 | SEC Use Only
| |
| 4 | Citizenship Or Place Of Organization
United States | |
| 5 | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6 | Shared Voting Power |
| Beneficially | 1,412,326(a) | |
| Owned By | 7 | Sole Dispositive Power |
| Each | 0 | |
| Reporting | 8 | Shared Dispositive Power |
| Person With | 1,412,326(a) | |
| 9 | Aggregate Amount Beneficially Owned By Each Reporting Person
1,412,326(a) | |
| 10 | Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent Of Class Represented By Amount In Row 9
5.8% | |
| 12 | Type Of Reporting Person (See Instructions)
IN | |
| (a) | Includes 1,412,326 shares of Class A Common Stock, $0.01 par value per share, held by FSH Capital, LLC for which Sally R. Hanna is the Manager. |
| 1 | Name Of Reporting Persons
FSH Capital, LLC
| |
| 2 | Check The Appropriate Box If A Member Of A Group (See Instructions) (a) ☐ | |
| 3 | SEC Use Only | |
| 4 | Citizenship Or Place Of Organization
Nevada | |
| 5 | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6 | Shared Voting Power |
| Beneficially | 1,412,326 | |
| Owned By | 7 | Sole Dispositive Power |
| Each | 0 | |
| Reporting | 8 | Shared Dispositive Power |
| Person With | 1,412,326 | |
| 9 | Aggregate Amount Beneficially Owned By Each Reporting Person
1,412,326 | |
| 10 | Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent Of Class Represented By Amount In Row 9
5.8% | |
| 12 | Type Of Reporting Person (See Instructions)
OO | |
| 1 | Name Of Reporting Persons
Frank J. Hanna, III
| |
| 2 | Check The Appropriate Box If A Member Of A Group (See Instructions) (a) ☐ | |
| 3 | SEC Use Only | |
| 4 | Citizenship Or Place Of Organization
United States | |
| 5 | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6 | Shared Voting Power |
| Beneficially | 1,412,327(a) | |
| Owned By | 7 | Sole Dispositive Power |
| Each | 0 | |
| Reporting | 8 | Shared Dispositive Power |
| Person With | 1,412,327(a) | |
| 9 | Aggregate Amount Beneficially Owned By Each Reporting Person
1,412,327(a) | |
| 10 | Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent Of Class Represented By Amount In Row 9
5.8% | |
| 12 | Type Of Reporting Person (See Instructions)
IN | |
| (a) | Includes 1,412,327 shares of Class A Common Stock, $0.01 par value per share, held by Bravo One Company, Inc. as Trustee for The Hummingbird Trust (the “Trust”). Bravo One Company, Inc. is owned by Frank J. Hanna, III. |
| 1 | Name Of Reporting Persons
Bravo One Company, Inc.
| |
| 2 | Check The Appropriate Box If A Member Of A Group (See Instructions) (a) ☐ | |
| 3 | SEC Use Only | |
| 4 | Citizenship Or Place Of Organization
Nevada | |
| 5 | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6 | Shared Voting Power |
| Beneficially | 1,412,327(a) | |
| Owned By | 7 | Sole Dispositive Power |
| Each | 0 | |
| Reporting | 8 | Shared Dispositive Power |
| Person With | 1,412,327(a) | |
| 9 | Aggregate Amount Beneficially Owned By Each Reporting Person
1,412,327(a) | |
| 10 | Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent Of Class Represented By Amount In Row 9
5.8% | |
| 12 | Type Of Reporting Person (See Instructions)
CO | |
| (a) | Includes 1,412,327 shares of Class A Common Stock, $0.01 par value per share, held by Bravo One Company, Inc. as Trustee for the Trust. Bravo One Company, Inc. is owned by Frank J. Hanna, III. |
| 1 | Name Of Reporting Persons
Bravo One Company, Inc. as Trustee for The Hummingbird Trust
| |
| 2 | Check The Appropriate Box If A Member Of A Group (See Instructions) (a) ☐ | |
| 3 | SEC Use Only | |
| 4 | Citizenship Or Place Of Organization
Nevada | |
| 5 | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6 | Shared Voting Power |
| Beneficially | 1,412,327(a) | |
| Owned By | 7 | Sole Dispositive Power |
| Each | 0 | |
| Reporting | 8 | Shared Dispositive Power |
| Person With | 1,412,327(a) | |
| 9 | Aggregate Amount Beneficially Owned By Each Reporting Person
1,412,327(a) | |
| 10 | Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11 | Percent Of Class Represented By Amount In Row 9
5.8% | |
| 12 | Type Of Reporting Person (See Instructions)
OO | |
(a) Includes 1,412,327 shares of Class A Common Stock, $0.01 par value per share, held by Bravo One Company, Inc. as Trustee for the Trust. Bravo One Company, Inc. is owned by Frank J. Hanna, III.
| Item 1 (a). | Name of Issuer: |
T Stamp Inc.
| Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
3017 Bolling Way NE, Floors 1 and 2
Atlanta, Georgia 30305
| Item 2 (a). | Name of Person Filing: |
Sally R. Hanna
FSH Capital, LLC
Frank J. Hanna, III
Bravo One Company, Inc.
Bravo One Company, Inc. as Trustee for The Hummingbird Trust
| Item 2 (b). | Address of Principal Business Office or, if none, Residence: |
Sally R. Hanna
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328
FSH Capital, LLC
3883 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
Frank J. Hanna, III
Five Concourse Parkway, Suite 300
Atlanta, Georgia 30328
Bravo One Company, Inc.
3883 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
Bravo One Company, Inc. as Trustee for The Hummingbird Trust
3883 Howard Hughes Parkway, Suite 500
Las Vegas, Nevada 89169
| Item 2 (c). | Citizenship: |
Sally R. Hanna – United States
FSH Capital, LLC – Nevada
Frank J. Hanna, III – United States
Bravo One Company, Inc. – Nevada
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – Nevada
| Item 2 (d). | Title of Class of Securities: |
Class A Common Stock, $0.01 par value per share
| Item 2 (e). | CUSIP Number: |
873048300
| Item 3. | Not applicable |
| Item 4. | Ownership |
(a) Amount beneficially owned:
Sally R. Hanna – 1,412,326
FSH Capital, LLC – 1,412,326
Frank J. Hanna, III – 1,412,327
Bravo One Company, Inc. – 1,412,327
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 1,412,327
Includes (i) 1,412,326 shares of T Stamp Inc.’s (the “Company”) Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), held by FSH Capital, LLC and (ii) 1,412,327 shares of the Company’s Class A Common Stock held by Bravo One Company, Inc. as Trustee for The Hummingbird Trust (the “Trust”). Bravo One Company, Inc., which is owned by Frank J. Hanna, III, is the trustee for the Trust.
(b) Percent of class:
Sally R. Hanna – 5.8%
FSH Capital, LLC – 5.8%
Frank J. Hanna, III – 5.8%
Bravo One Company, Inc. – 5.8%
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 5.8%
Based on 24,271,512 shares of the Company’s Class A Common Stock outstanding as of January 18, 2023, as reported in the Company’s Form 10-Q/A for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on January 19, 2023.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Sally R. Hanna – 0
FSH Capital, LLC – 0
Frank J. Hanna, III – 0
Bravo One Company, Inc. – 0
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 0
(ii) Shared power to vote or direct the vote:
Sally R. Hanna – 1,412,326
FSH Capital, LLC – 1,412,326
Frank J. Hanna, III – 1,412,327
Bravo One Company, Inc. – 1,412,327
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 1,412,327
(iii) Sole power to dispose or to direct the disposition of:
Sally R. Hanna – 0
FSH Capital, LLC – 0
Frank J. Hanna, III – 0
Bravo One Company, Inc. – 0
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 0
(iv) Shared power to dispose or to direct the disposition of:
Sally R. Hanna – 1,412,326
FSH Capital, LLC – 1,412,326
Frank J. Hanna, III – 1,412,327
Bravo One Company, Inc. – 1,412,327
Bravo One Company, Inc. as Trustee for The Hummingbird Trust – 1,412,327
Item 5. Ownership of Five Percent or Less of a Class
If the 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
Not applicable
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 14, 2023 |
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| /s/ Sally R. Hanna |
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| Sally R. Hanna | |||
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| FSH Capital, LLC, a Nevada limited liability company | |||
| By: | /s/ Sally R. Hanna | ||
| Name: | Sally R. Hanna | ||
| Title: | Manager | ||
| /s/ Frank J. Hanna, III | |||
| Frank J. Hanna, III | |||
| Bravo One Company, Inc., a Nevada corporation | |||
| By: | /s/ Joshua C. Miller | ||
| Name: | Joshua C. Miller | ||
| Title: | Assistant Secretary | ||
| Bravo One Company, Inc., as Trustee for The Hummingbird Trust | |||
| By: | /s/ Joshua C. Miller | ||
| Name: | Joshua C. Miller | ||
| Title: | Assistant Secretary | ||
Exhibit Index
Exhibit A Joint Filing Agreement Pursuant to Rule 13d-1(k)