Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

BIRKS GROUP INC.

(Name of Issuer)

Class A Voting Shares, without nominal or par value

(Title of Class of Securities)

09088U109

(CUSIP Number)

Jason Edward Maynard

460 Meadow Ave

Banner Elk, NC 28604

Shelley Rosensweig, Esq.

30 Rockefeller Plaza

26th Floor

New York, NY 10112

(212) 835-4838

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 12, 2022

(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 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, as amended (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. 09088U109

 

1.		Names of Reporting Person     Jason Edward Maynard
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     2,686,602
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     2,686,602
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by the Reporting Person     2,686,602
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     24.9%*
14.		Type of Reporting Person (See Instructions)     IN

 

*	This calculation is based on 10,795,443 Class A Shares of the Issuer outstanding as of March 26, 2022, as disclosed in the Issuers Annual Report on Form 20-F, filed with the Securities and Exchange Commission (the SEC) on June 24, 2022, for the fiscal year ended March 26, 2022.

The following constitutes the Schedule 13D (the Schedule 13D or the Statement) filed by the undersigned.

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is the Class A Voting Shares, without nominal or par value (the Class A Shares), of Birks Group Inc., a Canadian corporation (the Issuer). The principal executive office of the Issuer is 2020 Robert-Bourassa Blvd, Montreal, Québec, Canada H3A 2A5.

Item 2. Identity and Background

 

(a)

This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), on behalf of Jason Edward Maynard (the Reporting Person).

The Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any of the securities covered by this statement.

 

(b)

The address of the Reporting Person is 460 Meadow Ave, Banner Elk, NC 28604.

 

(c)

The Reporting Person is principally engaged in the business of acquiring, holding and selling securities for investment purposes.

 

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)

The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or other Consideration

The Reporting Person acquired an aggregate of 7,407,643 Class A Shares of the Issuer, which are reported herein, in multiple open market transactions for an aggregate purchase price of approximately $43,394,177. (including commissions), as further disclosed in Item 5(c) of this Schedule 13D, which is incorporated by reference herein. The source of funds for the purchase of the Class A Shares of the Issuer was the personal funds of the Reporting Person.

Item 4. Purpose of Transaction

The Reporting Person filed an initial Schedule 13G on March 10, 2021, at such time as his aggregate share ownership crossed the applicable reporting threshold.

The Class A Shares covered by this statement were originally acquired by the Reporting Person prior to July 12, 2022, in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing the management of the Issuer. The Reporting Person intends to review his investment in the Issuer on a continuing basis taking into consideration various factors, including the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Class A Shares of the Issuer, in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of Class A Shares of the Issuer or disposal of some or all of the Class A Shares of the Issuer owned by the Reporting Person or otherwise acquired by the Reporting Person, either in the open market or in privately negotiated transactions.

Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by the Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.

Depending upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, the Reporting Person may consider, among other things: (a) the acquisition by the Reporting Person of additional securities of the Issuer, the disposition of securities of the Issuer, or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Class A Shares of the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of this Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Person will take any of the actions set forth above.

Item 5. Interest in Securities of the Issuer

 

(a)

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto.

 

(b)

Number of shares as to which the Reporting Person has:

 

(i)

sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

(ii)

shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

 

(iii)

sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

(iv)

shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

(c) Transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Person are described below.

 

Transaction Date		Effecting Person(s)		Shares Acquired		Shares Disposed		Price Per Share (1)		Description of Transaction
6/1/2023		Jason Edward Maynard		2000		0		8.75		Open market
5/31/2023		Jason Edward Maynard		11000		0		9.40		Open market
5/26/2023		Jason Edward Maynard		400		0		9.85		Open market
5/19/2023		Jason Edward Maynard		1000		0		9.85		Open market
5/18/2023		Jason Edward Maynard		3000		0		9.84		Open market
5/17/2023		Jason Edward Maynard		1		0		9.55		Open market
5/11/2023		Jason Edward Maynard		18000		0		9.90		Open market
5/10/2023		Jason Edward Maynard		4100		0		9.85		Open market
5/9/2023		Jason Edward Maynard		3500		0		9.76		Open market
5/8/2023		Jason Edward Maynard		3491		0		9.44		Open market
5/5/2023		Jason Edward Maynard		7166		0		9.05		Open market
5/4/2023		Jason Edward Maynard		1037		0		8.57		Open market
5/3/2023		Jason Edward Maynard		5859		0		8.46		Open market
5/2/2023		Jason Edward Maynard		10716		0		8.51		Open market
5/1/2023		Jason Edward Maynard		4287		0		8.47		Open market
4/28/2023		Jason Edward Maynard		7500		0		8.49		Open market
4/27/2023		Jason Edward Maynard		8000		0		8.47		Open market
4/26/2023		Jason Edward Maynard		2000		0		8.47		Open market
4/25/2023		Jason Edward Maynard		9182		0		8.11		Open market
4/21/2023		Jason Edward Maynard		11600		0		8.10		Open market
4/20/2023		Jason Edward Maynard		4056		0		8.10		Open market
4/19/2023		Jason Edward Maynard		500		1300		8.08		Open market
4/18/2023		Jason Edward Maynard		7500		5000		8.11		Open market
4/17/2023		Jason Edward Maynard		759		0		8.09		Open market
4/14/2023		Jason Edward Maynard		1917		8000		8.10		Open market
4/13/2023		Jason Edward Maynard		7000		6500		8.13		Open market
4/12/2023		Jason Edward Maynard		1000		4000		8.11		Open market
4/11/2023		Jason Edward Maynard		3000		0		8.12		Open market
4/10/2023		Jason Edward Maynard		1400		0		8.13		Open market
4/5/2023		Jason Edward Maynard		6844		0		8.11		Open market
4/4/2023		Jason Edward Maynard		2700		12000		8.08		Open market

4/3/2023		Jason Edward Maynard		9400		26490		8.08		Open market
3/31/2023		Jason Edward Maynard		500		25060		8.05		Open market
3/30/2023		Jason Edward Maynard		2500		12500		8.12		Open market
3/29/2023		Jason Edward Maynard		2500		13524		8.14		Open market
3/28/2023		Jason Edward Maynard		8300		6600		8.10		Open market
3/27/2023		Jason Edward Maynard		5897		0		8.16		Open market
3/24/2023		Jason Edward Maynard		500		50190		8.06		Open market
3/23/2023		Jason Edward Maynard		43900		0		8.14		Open market
3/22/2023		Jason Edward Maynard		8284		22188		8.04		Open market
3/21/2023		Jason Edward Maynard		301		29850		8.03		Open market
3/20/2023		Jason Edward Maynard		2000		18300		8.04		Open market
3/17/2023		Jason Edward Maynard		14793		27100		8.12		Open market
3/16/2023		Jason Edward Maynard		0		8486		8.21		Open market
3/15/2023		Jason Edward Maynard		0		10722		8.17		Open market
3/10/2023		Jason Edward Maynard		5377		0		8.21		Open market
3/9/2023		Jason Edward Maynard		9000		0		8.24		Open market
3/7/2023		Jason Edward Maynard		7645		0		8.26		Open market
3/6/2023		Jason Edward Maynard		21500		0		8.27		Open market
3/3/2023		Jason Edward Maynard		5353		0		8.39		Open market
3/2/2023		Jason Edward Maynard		3000		0		8.35		Open market
3/1/2023		Jason Edward Maynard		2000		0		8.26		Open market
2/27/2023		Jason Edward Maynard		6800		0		8.05		Open market
2/24/2023		Jason Edward Maynard		10400		0		7.61		Open market
2/23/2023		Jason Edward Maynard		2700		0		7.60		Open market
2/22/2023		Jason Edward Maynard		5000		0		7.56		Open market
2/17/2023		Jason Edward Maynard		29000		0		7.52		Open market
2/16/2023		Jason Edward Maynard		27000		0		7.51		Open market
2/15/2023		Jason Edward Maynard		2500		0		7.51		Open market
2/14/2023		Jason Edward Maynard		20500		24000		7.51		Open market
2/10/2023		Jason Edward Maynard		500		25000		7.50		Open market
2/8/2023		Jason Edward Maynard		0		15000		7.46		Open market
2/7/2023		Jason Edward Maynard		0		15000		7.50		Open market
2/6/2023		Jason Edward Maynard		0		7500		7.49		Open market
2/3/2023		Jason Edward Maynard		4012		69100		7.55		Open market
2/2/2023		Jason Edward Maynard		112000		20000		7.47		Open market
2/1/2023		Jason Edward Maynard		5300		19700		7.46		Open market

1/31/2023		Jason Edward Maynard		4700		15000		7.46		Open market
1/30/2023		Jason Edward Maynard		4900		9400		7.47		Open market
1/27/2023		Jason Edward Maynard		2426		9000		7.47		Open market
1/26/2023		Jason Edward Maynard		9200		15500		7.50		Open market
1/25/2023		Jason Edward Maynard		4917		0		7.50		Open market
1/24/2023		Jason Edward Maynard		4200		15500		7.46		Open market
1/23/2023		Jason Edward Maynard		4000		15000		7.44		Open market
1/20/2023		Jason Edward Maynard		4316		12500		7.45		Open market
1/19/2023		Jason Edward Maynard		5290		8509		7.45		Open market
1/18/2023		Jason Edward Maynard		0		21500		7.41		Open market
1/17/2023		Jason Edward Maynard		10200		0		7.51		Open market
1/13/2023		Jason Edward Maynard		21009		12500		7.49		Open market
1/12/2023		Jason Edward Maynard		8180		12700		7.43		Open market
1/11/2023		Jason Edward Maynard		7870		0		7.52		Open market
1/10/2023		Jason Edward Maynard		0		7500		7.44		Open market
1/9/2023		Jason Edward Maynard		4122		7500		7.65		Open market
1/6/2023		Jason Edward Maynard		316		35000		7.71		Open market
1/5/2023		Jason Edward Maynard		0		91747		7.78		Open market
1/4/2023		Jason Edward Maynard		0		900		7.79		Open market
1/3/2023		Jason Edward Maynard		85192		0		7.97		Open market
12/30/2022		Jason Edward Maynard		44773		10199		7.93		Open market
12/29/2022		Jason Edward Maynard		93834		0		7.20		Open market
12/28/2022		Jason Edward Maynard		21245		0		6.42		Open market
12/27/2022		Jason Edward Maynard		29162		0		5.77		Open market
12/23/2022		Jason Edward Maynard		22093		0		5.51		Open market
12/22/2022		Jason Edward Maynard		0		26710		5.66		Open market
12/21/2022		Jason Edward Maynard		18843		0		5.58		Open market
12/20/2022		Jason Edward Maynard		45276		0		5.26		Open market
12/15/2022		Jason Edward Maynard		2000		0		5.18		Open market
12/14/2022		Jason Edward Maynard		8014		0		5.18		Open market
12/13/2022		Jason Edward Maynard		1100		0		5.19		Open market
12/9/2022		Jason Edward Maynard		21511		0		5.17		Open market
12/8/2022		Jason Edward Maynard		3300		0		5.15		Open market
12/7/2022		Jason Edward Maynard		2000		0		5.15		Open market
12/6/2022		Jason Edward Maynard		9		0		5.14		Open market
12/5/2022		Jason Edward Maynard		1500		0		5.17		Open market

12/2/2022		Jason Edward Maynard		1000		0		5.16		Open market
12/1/2022		Jason Edward Maynard		1200		0		5.17		Open market
11/30/2022		Jason Edward Maynard		2000		0		5.25		Open market
11/22/2022		Jason Edward Maynard		3000		0		5.19		Open market
11/11/2022		Jason Edward Maynard		10329		0		5.17		Open market
11/10/2022		Jason Edward Maynard		1700		0		5.13		Open market
11/9/2022		Jason Edward Maynard		4600		0		5.14		Open market
11/4/2022		Jason Edward Maynard		0		1001		5.15		Open market
11/3/2022		Jason Edward Maynard		0		4004		5.15		Open market
11/2/2022		Jason Edward Maynard		0		1001		5.16		Open market
11/1/2022		Jason Edward Maynard		0		3003		5.19		Open market
10/28/2022		Jason Edward Maynard		1000		0		5.13		Open market
10/26/2022		Jason Edward Maynard		0		1001		5.19		Open market
10/25/2022		Jason Edward Maynard		0		3003		5.13		Open market
10/24/2022		Jason Edward Maynard		1200		0		5.11		Open market
10/19/2022		Jason Edward Maynard		0		2002		5.20		Open market
10/18/2022		Jason Edward Maynard		8000		0		5.15		Open market
10/14/2022		Jason Edward Maynard		0		4364		5.18		Open market
10/13/2022		Jason Edward Maynard		0		4004		5.21		Open market
10/12/2022		Jason Edward Maynard		0		9681		5.20		Open market
10/11/2022		Jason Edward Maynard		0		5539		5.19		Open market
10/10/2022		Jason Edward Maynard		1000		0		5.17		Open market
10/7/2022		Jason Edward Maynard		2000		0		5.14		Open market
10/5/2022		Jason Edward Maynard		2000		0		5.19		Open market
10/4/2022		Jason Edward Maynard		3000		0		5.18		Open market
9/29/2022		Jason Edward Maynard		4000		0		5.19		Open market
9/27/2022		Jason Edward Maynard		899		4950		5.27		Open market
9/26/2022		Jason Edward Maynard		4149		0		5.29		Open market
9/23/2022		Jason Edward Maynard		1000		0		5.40		Open market
9/22/2022		Jason Edward Maynard		8374		0		5.51		Open market
9/20/2022		Jason Edward Maynard		0		200		5.66		Open market
9/16/2022		Jason Edward Maynard		0		26900		5.65		Open market
9/15/2022		Jason Edward Maynard		15000		0		5.35		Open market
9/14/2022		Jason Edward Maynard		2445		0		5.26		Open market
9/13/2022		Jason Edward Maynard		18000		0		5.21		Open market
9/12/2022		Jason Edward Maynard		12230		0		5.23		Open market

9/9/2022		Jason Edward Maynard		3201		0		5.20		Open market
9/8/2022		Jason Edward Maynard		10526		0		5.10		Open market
9/7/2022		Jason Edward Maynard		2275		0		5.08		Open market
9/2/2022		Jason Edward Maynard		17674		0		5.13		Open market
9/1/2022		Jason Edward Maynard		1100		0		5.08		Open market
8/31/2022		Jason Edward Maynard		10624		0		5.09		Open market
8/30/2022		Jason Edward Maynard		25327		0		5.17		Open market
8/29/2022		Jason Edward Maynard		100		0		5.31		Open market
8/26/2022		Jason Edward Maynard		16280		0		5.19		Open market
8/25/2022		Jason Edward Maynard		16028		0		5.17		Open market
8/15/2022		Jason Edward Maynard		8000		0		5.09		Open market
8/12/2022		Jason Edward Maynard		6000		0		5.09		Open market
8/11/2022		Jason Edward Maynard		10000		0		5.12		Open market
8/10/2022		Jason Edward Maynard		31405		0		5.08		Open market
8/9/2022		Jason Edward Maynard		5985		0		5.10		Open market
8/8/2022		Jason Edward Maynard		48		0		5.12		Open market
8/5/2022		Jason Edward Maynard		7061		0		5.13		Open market
8/3/2022		Jason Edward Maynard		4168		0		5.13		Open market
8/1/2022		Jason Edward Maynard		2636		0		5.08		Open market
7/29/2022		Jason Edward Maynard		16051		0		5.08		Open market
7/27/2022		Jason Edward Maynard		2135		0		5.13		Open market
7/26/2022		Jason Edward Maynard		2530		0		5.09		Open market
7/22/2022		Jason Edward Maynard		2629		0		5.05		Open market
7/21/2022		Jason Edward Maynard		1000		0		5.06		Open market
7/20/2022		Jason Edward Maynard		391		0		5.06		Open market
7/19/2022		Jason Edward Maynard		8826		0		5.06		Open market
7/18/2022		Jason Edward Maynard		1228		0		5.04		Open market
7/15/2022		Jason Edward Maynard		2579		0		5.05		Open market
7/14/2022		Jason Edward Maynard		4898		0		5.06		Open market
7/13/2022		Jason Edward Maynard		18843		0		5.06		Open market
7/12/2022		Jason Edward Maynard		35021		0		5.12		Open market
7/11/2022		Jason Edward Maynard		4058		0		5.14		Open market
7/8/2022		Jason Edward Maynard		52725		0		5.16		Open market
7/6/2022		Jason Edward Maynard		1534		0		5.16		Open market
7/1/2022		Jason Edward Maynard		2406		0		5.18		Open market
6/29/2022		Jason Edward Maynard		77373		0		5.24		Open market

6/28/2022		Jason Edward Maynard		7754		0		5.19		Open market
6/27/2022		Jason Edward Maynard		44506		0		5.21		Open market
6/24/2022		Jason Edward Maynard		158900		0		5.20		Open market
6/17/2022		Jason Edward Maynard		300		22900		4.99		Open market
6/16/2022		Jason Edward Maynard		31603		0		5.03		Open market
6/15/2022		Jason Edward Maynard		32684		26700		5.03		Open market
6/14/2022		Jason Edward Maynard		17118		20000		5.00		Open market
6/13/2022		Jason Edward Maynard		24720		0		5.01		Open market
6/10/2022		Jason Edward Maynard		5654		0		5.00		Open market
6/9/2022		Jason Edward Maynard		23224		34000		5.01		Open market
6/8/2022		Jason Edward Maynard		6179		27000		5.01		Open market
6/7/2022		Jason Edward Maynard		19417		0		5.01		Open market
6/6/2022		Jason Edward Maynard		20792		20000		5.01		Open market
6/3/2022		Jason Edward Maynard		15		0		5.02		Open market
6/1/2022		Jason Edward Maynard		8107		0		5.07		Open market
5/31/2022		Jason Edward Maynard		22454		25000		5.02		Open market
5/27/2022		Jason Edward Maynard		4882		0		5.01		Open market
5/26/2022		Jason Edward Maynard		24445		22500		5.02		Open market
5/25/2022		Jason Edward Maynard		0		54200		5.01		Open market
5/24/2022		Jason Edward Maynard		42240		0		5.02		Open market
5/23/2022		Jason Edward Maynard		23684		0		5.05		Open market
5/20/2022		Jason Edward Maynard		7089		0		5.04		Open market
5/19/2022		Jason Edward Maynard		8643		0		5.06		Open market
5/18/2022		Jason Edward Maynard		7070		0		5.03		Open market
5/13/2022		Jason Edward Maynard		6427		0		5.08		Open market
5/12/2022		Jason Edward Maynard		2408		0		5.01		Open market

 

(1)

Average price per share including commissions.

Except as otherwise described herein, no transactions in the Class A Shares of the Issuer were effected during the past sixty days by the Reporting Person.

 

(d)

No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Shares of the Issuer covered by this Schedule 13D.

 

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as disclosed in Item 4 of this Schedule 13D, which is incorporated by reference herein, the Reporting Person is not a party to any contracts, arrangements, understandings or relationships with respect to securities of the Issuer required to be disclosed pursuant to Item 6.

Item 7. Material to be Filed as Exhibits

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.

Date: June 13, 2023