Filing Details
- Accession Number:
- 0001213900-25-025239
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-18 20:00:00
- Filed By:
- Ocean Capital LLC
- Company:
- Tax Free Fund For Puerto Rico Residents Inc.
- Filing Date:
- 2025-03-19
- 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 |
|---|---|---|---|---|---|---|
| Ocean Capital LLC | 0 | 1,479,364 | 0 | 1,479,364 | 1,479,364 | 13.3% |
| William Heath Hawk | 0 | 1,479,364 | 0 | 1,479,364 | 1,479,364 | 13.3% |
| Ethan A. Danial | 0 | 60,523 | 0 | 60,523 | 60,523 | 0.5% |
| Brent D. Rosenthal | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Jose R. Izquierdo II | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Roxana Cruz-Rivera | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Mojdeh L. Khaghan | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Ian McCarthy | 0 | 0 | 0 | 0 | 0 | 0.00% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
|
Tax Free Fund for Puerto Rico Residents, Inc. (Name of Issuer) |
Common Shares, $0.01 par value (Title of Class of Securities) |
87675M102 (CUSIP Number) |
W. Heath Hawk GAM Tower, 2 Tabonuco St.,, Suite 200 Guaynabo, PR, 00968 (770) 777-9373 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/18/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Ocean Capital LLC | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PUERTO RICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,479,364.25 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Box 13 - The percentages used herein are based upon 11,130,386 shares of common stock outstanding, which represents the shares of common stock outstanding as of March 6, 2025, according to the Issuer's Preliminary Proxy Statement (the Issuer's "Proxy Statement") filed on form PRER 14A with the Securities and Exchange Commission (the "SEC") on March 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
William Heath Hawk | ||||||||
| 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)
WC | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,479,364.25 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 13 - The percentages used herein are based upon 11,130,386 shares of common stock outstanding as of March 6, 2025, as disclosed in the Issuer's Proxy Statement.
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Ethan A. Danial | ||||||||
| 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,523.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 8 - Mr. Danial's Shared Voting Power consists of 60,523 sharers owned by RAD Investments, LLC, which Mr. Danial, as one of its managers, may be deemed to beneficially own.
Box 13 - The percentages used herein are calculated based upon 11,130,386 shares of common stock outstanding as of March 6, 2025, as disclosed in the Issuer's Proxy Statement.
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Brent D. Rosenthal | ||||||||
| 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Jose R. Izquierdo II | ||||||||
| 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Roxana Cruz-Rivera | ||||||||
| 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Mojdeh L. Khaghan | ||||||||
| 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 87675M102 |
| 1 |
Name of reporting person
Ian McCarthy | ||||||||
| 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value | |
| (b) | Name of Issuer:
Tax Free Fund for Puerto Rico Residents, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
250 Munoz Rivera Avenue, American International Plaza, 10th Floor, San Juan,
PUERTO RICO
, 00918. | |
Item 1 Comment:
The following constitutes Amendment No. 14 ("Amendment No. 14") to the Schedule 13D filed by the undersigned with the SEC on April 4, 2022, as amended by the Amendment No. 1 filed on April 18, 2022, Amendment No. 2 filed on April 28, 2022, Amendment No. 3 filed on June 7, 2022, Amendment No. 4 filed on March 17, 2023, Amendment No. 5 filed on April 12, 2023, Amendment No. 6 filed on September 14, 2023, Amendment No. 7 filed on December 8, 2023, Amendment No. 8 filed on December 11, 2023, Amendment No. 9 filed on February 9, 2024, Amendment No. 10 filed on March 20, 2024, Amendment No. 11 filed on April 8, 2024, Amendment No. 12 filed on January 27, 2025 and Amendment No. 13 filed on March 7, 2025 (collectively, the "Schedule 13D"). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented to add the following paragraphs: On March 18, 2025, Ocean Capital, Mr. Hawk and the 2025 Nominees (collectively, the "2025 Participants") filed a definitive proxy statement and an accompanying BLUE proxy card with the SEC in connection with their solicitation of proxies for the 2025 Annual Meeting. At the 2025 Annual Meeting, the 2025 Participants will seek stockholder approval of Ocean Capital's proposals to (i) elect the 2025 Nominees, consisting of Brent D. Rosenthal and Jose R. Izquierdo II, to serve as Class II directors on the Board, until their terms expire at the Issuer's 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified and (ii) repeal any provision of, or amendment to, the Issuer's bylaws adopted by the Board without stockholder approval subsequent to March 30, 2022. Details of the proposals, including information about the 2025 Nominees, can be found in the 2025 Participants' definitive proxy statement, which is available at no charge on the SEC's website http://www.sec.gov.
The 2025 Participants are asking stockholders to vote on their BLUE proxy card "FOR ALL" the 2025 Nominees and "FOR" the proposal to repeal any provision of, or amendment to, the Issuer's bylaws adopted by the Board without stockholder approval subsequent to March 30, 2022. | ||
| 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.
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