Filing Details
- Accession Number:
- 0001654954-16-003708
- Form Type:
- 13G Filing
- Publication Date:
- 2016-11-10 09:15:52
- Filed By:
- Stetson John
- Company:
- Towerstream Corp (NASDAQ:TWER)
- Filing Date:
- 2016-11-10
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| John Stetson | 0 | 882,188 | 0 | 882,188 | 882,188 | 9.99% |
| HS Contrarian Investments | 0 | 882,188 | 0 | 882,188 | 882,188 | 9.99% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 2
Under the Securities Exchange Act of 1934
TOWERSTREAM CORPORATION
(Name
of Issuer)
Common Stock, par value $0.001 per share
(Title
of Class of Securities)
892000209
(CUSIP
Number)
November 9, 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)
☒ 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. 892000209
| 1 | | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | | John
Stetson |
| | | |
| 2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | | (a) ☐ |
| | | (b) ☐ |
| | | |
| 3 | | SEC USE
ONLY |
| | | |
| 4 | | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | | |
| | | United
States |
| NUMBER
OF SHARES | 5 | | SOLE
VOTING POWER |
| | | | |
| | | | 0 |
| | | | |
| BENEFICIALLY
OWNED BY | 6 | | SHARED
VOTING POWER |
| | | | |
| | | | 882,188
(1) |
| | | | |
|
EACH REPORTING | 7 | | SOLE
DISPOSITIVE POWER |
| | | | |
| | | | 0 |
| PERSON
WITH: | 8 | | SHARED
DISPOSITIVE POWER |
| | | | |
| | | | 882,188
(1) |
| 9 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | | |
| | | 882,188
(1) |
| 10 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| | | |
| | | ☐ |
| 11 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | | |
| | | 9.99%
(based on 8,830,715 shares of common stock outstanding as of
November 3, 2016) |
| 12 | | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
| | | |
| | | IN |
| (1) | Includes
882,188 shares of common stock issuable upon conversion of
103 shares of Series D Convertible Preferred Stock held
by HS Contrarian Investments, LLC. Does not include 7,658,185
shares of common stock issuable upon conversion of 897 shares of
Series D Convertible Preferred Stock held by HS Contrarian
Investments, LLC due to a blocker that prevents conversion of the
Series D Convertible Preferred Stock if such conversion would
result in the holder’s beneficial ownership being in excess
of 9.99% of the total outstanding shares of common
stock. John
Stetson is the Managing Member of HS Contrarian Investments, LLC
and in such capacity, is deemed to hold voting and dispositive
power of the securities held by HS Contrarian Investments,
LLC. |
CUSIP
No. 892000209
| 1 | | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | | HS
Contrarian Investments, LLC |
| 2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | | (a) ☐ |
| | | (b) ☐ |
| 3 | | SEC USE
ONLY |
| | | |
| 4 | | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | | |
| | | Florida |
| NUMBER
OF SHARES | 5 | | SOLE
VOTING POWER |
| | | | |
| | | | 0 |
| BENEFICIALLY
OWNED BY | 6 | | SHARED
VOTING POWER |
| | | | |
| | | | 882,188
(1) |
| EACH
REPORTING | 7 | | SOLE
DISPOSITIVE POWER |
| | | | |
| | | | 0 |
| PERSON
WITH: | 8 | | SHARED
DISPOSITIVE POWER |
| | | | |
| | | | 882,188
(1) |
| 9 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | | |
| | | 882,188
(1) |
| 10 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| | | |
| | | ☐ |
| | | |
| 11 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | | |
| | | 9.99%
(based on 8,830,715 shares of common stock outstanding as of
November 3, 2016) |
| | | |
| 12 | | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
| | | |
| | | OO |
| (1) | Includes
882,188 shares of common stock issuable upon conversion of
103 shares of Series D Convertible Preferred Stock held
by HS Contrarian Investments, LLC. Does not include 7,658,185
shares of common stock issuable upon conversion of 897 shares of
Series D Convertible Preferred Stock held by HS Contrarian
Investments, LLC due to a blocker that prevents conversion of the
Series D Convertible Preferred Stock if such conversion would
result in the holder’s beneficial ownership being in excess
of 9.99% of the total outstanding shares of common
stock. John
Stetson is the Managing Member of HS Contrarian Investments, LLC
and in such capacity, is deemed to hold voting and dispositive
power of the securities held by HS Contrarian Investments,
LLC. |
Item
1(a). Name
of Issuer:
Towerstream
Corporation, a Delaware corporation
Item
1(b). Address
of Issuer's Principal Executive Offices:
88
Silva Lane, Middletown, RI 02842
Item
2(a). Name
of Person Filing.
The
statement is filed on behalf of John Stetson and HS Contrarian
Investments, LLC.
Item
2(b). Address
of Principal Business Office or, if None, Residence.
68
Fiesta Way
Fort
Lauderdale, FL 33301
Item
2(c). Citizenship.
United
States/Florida
Item
2(d). Title
of Class of Securities.
Common
Stock, $0.001 par value
Item
2(e). CUSIP
Number.
892000209
Item
3.
Type of Person
Not
applicable
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: 882,188 (1) |
| | (b) | Percent
of class: 9.99% (based on 8,830,715 shares of common stock
outstanding as of November 3, 2016) |
| | (c) | Number
of shares as to which the person has: |
| | (i) | Sole
power to vote or to direct the vote: 0 |
| | (ii) | Shared
power to vote or to direct the vote: 882,188 (1) |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 882,188
(1) |
| (1) | Includes
882,188 shares of common stock issuable upon conversion of
103 shares of Series D Convertible Preferred Stock held
by HS Contrarian Investments, LLC. Does not include 7,658,185
shares of common stock issuable upon conversion of 897 shares of
Series D Convertible Preferred Stock held by HS Contrarian
Investments, LLC due to a blocker that prevents conversion of the
Series D Convertible Preferred Stock if such conversion would
result in the holder’s beneficial ownership being in excess
of 9.99% of the total outstanding shares of common stock. John
Stetson is the Managing Member of HS Contrarian Investments, LLC
and in such capacity, is deemed to hold voting and dispositive
power of the securities held by HS Contrarian Investments,
LLC. |
Item
5. Ownership
of Five Percent or Less of a Class.
Not
applicable.
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 by the Parent Holding Company.
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.
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.
| | | | |
| | | | |
| Date:
November 10, 2016 | By: | /s/ John
Stetson | |
| | | John
Stetson | |
| | | | |
| | HS
Contrarian Investments, LLC | | |
| | | | |
| Date:
November 10, 2016 | By: | /s/ John
Stetson | |
| | | Name: John
Stetson | |
| | | Title:
Managing Member | |
| | | | |