Filing Details
- Accession Number:
- 0001654954-17-003474
- Form Type:
- 13G Filing
- Publication Date:
- 2017-04-19 16:16:54
- Filed By:
- Manning Margaret A
- Company:
- Minim Inc. (NASDAQ:MINM)
- Filing Date:
- 2017-04-19
- 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 |
|---|---|---|---|---|---|---|
| Thomas Patrick Manning Jr. Family Trust U A dated December | 0 | 1,295,376 | 0 | 1,295,376 | 1,295,376 | 8.75% |
| Margaret Manning | 0 | 1,295,376 | 0 | 1,295,376 | 1,295,376 | 8.75% |
| Audrey Manning | 0 | 1,295,376 | 0 | 1,295,376 | 1,295,376 | 8.75% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment
No. )
Under
the Securities Exchange Act of 1934
| | ZOOM
TELEPHONICS, INC. | |
| | (Name
of Issuer) | |
| | | |
| | Common
Stock | |
| | (Title
of Class of Securities) | |
| | | |
| | 98978K107 | |
| | (CUSIP
Number) | |
| | | |
| | April
10, 2017 | |
| | (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.98978K107
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Thomas
Patrick Manning Jr. Family Trust U/A – dated December 23,
2008 | |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) (a)
☐ (b)
☐ | |
| 3. | SEC
Use Only | |
| 4. | Citizenship of
Place of Organization Missouri | |
| Number
of Shares Beneficially Owned
by Each Reporting
Person With | 5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 1,295,376 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 1,295,376 | |
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person 1,295,376
shares of Common Stock. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |
| 11. | Percent of Class
Represented by Amount in Row 9 8.75% | |
| 12. | Type
of Reporting Person (See Instructions) OO | |
CUSIP
No.98978K107
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Margaret
Manning | |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) (a)
☐ (b)
☐ | |
| 3. | SEC
Use Only | |
| 4. | Citizenship of
Place of Organization United
States | |
| Number
of Shares Beneficially Owned
by Each Reporting
Person With | 5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 1,295,376 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 1,295,376 | |
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person 1,295,376
shares of Common Stock. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |
| 11. | Percent of Class
Represented by Amount in Row 9 8.75% | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
CUSIP
No.98978K107
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Audrey
Manning | |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) (a)
☐ (b)
☐ | |
| 3. | SEC
Use Only | |
| 4. | Citizenship of
Place of Organization United
States | |
| Number
of Shares Beneficially Owned
by Each Reporting
Person With | 5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 1,295,376 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 1,295,376 | |
| 9. | Aggregate Amount
Beneficially Owned by each Reporting Person 1,295,376
shares of Common Stock. | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |
| 11. | Percent of Class
Represented by Amount in Row 9 8.75% | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
CUSIP
No.98978K107
Item 1(a). Name of Issuer:
Zoom
Telephonics, Inc.
Item 1(b). Address of Issuerís Principal Executive
Offices:
99 High
Street, Boston, Massachusetts 02110
Item
2(a). Name of Person Filing:
Thomas
Patrick Manning Jr. Family Trust U/A – dated December 23,
2008
Margaret
Manning
Audrey
Manning
Item 2(b). Address of Principal Business Office or, if none,
Residence:
6
Bellerive Country Club Grounds
Town
and Country, MO 63141
Item
2(c). Citizenship:
Thomas
Patrick Manning Jr. Family Trust U/A – dated December 23,
2008 (the “Trust”) is a trust formed under the laws of
the State of Missouri
Margaret Manning
and Audrey Manning – United States
Item 2(d). Title of Class of Securities:
Common
Stock, par value $.01 per share
Item 2(e). CUSIP Number:
98978K107
CUSIP
No.98978K107
ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO
§§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE
PERSON FILING IS A:
| | (a) |
☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o); |
| | | | |
| | (b) | ☐ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
| | | | |
| | (c) | ☐ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c); |
| | | | |
| | (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8); |
| | | | |
| | (e) | ☐ | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | ☐ | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | ☐ | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | ☐ | A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
| | | | |
| | (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 (15 U.S.C. 80a-3); |
| | | | |
| | (j) | ☐ | A
non-U.S. institution, in accordance with
§240.13d-1(b)(1)(ii)(J); |
| | | | |
| | (k) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
| | | | If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ___________________________. |
Item 4. Ownership
(a) Amount
beneficially owned: As of April 10, 2017, the Trust held 1,295,376
shares of Common Stock. All shares of Common Stock held by the
Trust may be deemed to be beneficially owned by Margaret Manning
and Audrey Manning as co-trustees of the Trust.
(b)
Percent of class:
8.75% (Based on 14,807,790
shares issued and outstanding as of March 20, 2017)
(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: * see explanation below
(iii)
Sole power to
dispose or to direct the disposition of: 0
(iv)
Shared power to
dispose or to direct the disposition of:
As
co-trustees of the Trust, Margaret Manning and Audrey Manning have
shared voting and dispositive power with respect to the 1,295,376
shares of Common Stock held by such trust. Either Margaret Manning
or Audrey Manning, acting alone, may vote or dispose of these
shares of Common Stock.
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
N/A
Item
7. Identification and Classification of the Subsidiary which
Acquired the Security being Reported on by the Parent Holding
Company or Control Person
N/A
Item
8. Identification and Classification of Members of a
Group
N/A
Item
9. Notice of Dissolution of Group
N/A
Item
10. Certification
N/A
CUSIP
No.98978K107
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:
April 19, 2017 | /s/
Margaret Manning | | |
| | Margaret
Manning | | |
| | | | |
| Dated:
April 19, 2017 | /s/
Audrey Manning | | |
| | Audrey
Manning | | |
| | | | |
| | | | |
| |
Thomas Patrick Manning Jr. Family Trust U/A – dated December
23, 2008 | | |
| | | | |
| Dated:
April 19, 2017 | By: | /s/
Margaret Manning | |
| | | Margaret
Manning, Co-Trustee | |
| | | | |
| | | | |
| Dated:
April 19, 2017 | By: | /s/
Audrey Manning | |
| | | Audrey
Manning, Co-Trustee | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Exhibit A
Joint Filing Agreement
This
Joint Filing Agreement is dated as of April 19, 2017, by and among
Margaret Manning, Audrey Manning and Thomas Patrick Manning Jr.
Family Trust U/A – dated December 23, 2008.
WHEREAS, pursuant
to Rule 240.13d-1(k) promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the parties hereto have decided to satisfy their
filing obligations under the Exchange Act by a single joint
filing;
NOW
THEREFORE, the parties hereto agree as follows:
1.
The Schedule 13G
with respect to Zoom Telephonics, Inc. to which this agreement is
attached as Exhibit A (the “Schedule 13G”) is filed on
behalf of each of the parties hereto.
2.
Each of the parties
hereto is eligible to use the Schedule 13G.
3.
Each of the parties
hereto is responsible for the timely filing of the Schedule 13G and
any amendments thereto, and for the completeness and accuracy of
the information concerning such person or entity contained in the
Schedule 13G; provided that each person or entity is not
responsible for the completeness or accuracy of the information
concerning any other person making such filing contained in the
Schedule 13G, unless such person or entity knows or has reason to
believe that such information is inaccurate.
IN
WITNESS WHEREOF, the parties hereto have executed this Joint Filing
Agreement as of the date first above written.
| /s/
Margaret Manning |
| Margaret
Manning |
| |
| /s/
Audrey Manning |
| Audrey
Manning |
| |
|
Thomas Patrick Manning Jr. Family Trust U/A – dated December
23, 2008 |
| |
| /s/
Margaret Manning |
| By:
Margaret Manning, Co-Trustee |
| |
| /s/
Audrey Manning |
| Audrey
Manning, Co-Trustee |
| |