Filing Details
- Accession Number:
- 0001654954-17-010810
- Form Type:
- 13D Filing
- Publication Date:
- 2017-11-16 16:06:16
- Filed By:
- Sterling Winters Living Trust U/t/a Dated Dec 10, 1993
- Company:
- Cbdmd Inc. (NYSE:YCBD)
- Filing Date:
- 2017-11-16
- 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 |
|---|---|---|---|---|---|---|
| Sterling Winters Living Trust u t d December 10, 1993 | 1,032,667 | 0 | 1,032,667 | 0 | 1,032,667 | 13.3% |
| Erik Sterling, Trustee | 0 | 1,032,667 | 0 | 1,032,667 | 1,032,667 | 13.3% |
| Jason Winters, Trustee | 0 | 1,032,667 | 0 | 1,032,667 | 1,032,667 | 13.3% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
| Level Brands |
| (Name of
Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 52730Q100 |
| (CUSIP
Number) |
| Mr.
Erik Sterling, Trustee Mr.
Jason Winters, Trustee 39
Princeton Drive Rancho
Mirage, CA 92270 (310)
557-2700 |
| (Name, address and telephone number of
person authorized to receive notices and
communications) |
| November 16, 2017 |
| (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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 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 Rule
13d-7(b) for other parties to whom copies are to be
sent.
————————————————
*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 on the remainder of this cover page shall not be deemed to
be “filed” for 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.
5270Q100 | SCHEDULE
13D | Page 2 of 7
Pages |
| 1 | NAME OF REPORTING
PERSONS Sterling Winters Living Trust
u/t/d December 10, 1993 | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS OO | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 1,032,667
shares | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 0
shares | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 1,032,667
shares | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 0
shares | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,032,667 shares | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 13.3% | |||
| 14 | TYPE OF REPORTING
PERSON OO | |||
| CUSIP
No. 5270Q100 | SCHEDULE
13D | Page 3 of 7
Pages |
| 1 | NAME OF REPORTING
PERSONS Erik Sterling,
Trustee | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS OO | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 0
shares | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 1,032,667
shares | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 0
shares | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 1,032,667
shares | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,032,667 shares | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☒ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 13.3% | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
| CUSIP
No. 5270Q100 | SCHEDULE
13D | Page 4 of 7
Pages |
| 1 | NAME OF REPORTING
PERSONS Jason Winters,
Trustee | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS OO | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 0
shares | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 1,032,667
shares | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 0
shares | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 1,032,667
shares | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,032,667
shares | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☒ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 13.3% | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
| CUSIP
No. 5270Q100 | SCHEDULE
13D | Page 5 of 7
Pages |
Item 1. Security and Issuer.
This
Schedule 13D relates to the Common Stock, par value $0.001 per
share, of Level Brands, Inc., a North Carolina corporation (the
“Issuer”). The Issuer's
principal executive offices are located at 4521 Sharon Road, Suite
407, Charlotte, NC 28211.
Item
2. Identity and Background.
The
reporting persons ("Reporting Persons") are the
Sterling Winters Living Trust u/t/d/ December 10, 1993 (the
"Trust"), Erik
Sterling, Trustee ("Sterling") and Jason Winters,
Trustee ("Winters"). Sterling and Winters
are the trustees of the Trust. The business address for the
Reporting Persons is 39 Princeton Drive, Rancho Mirage, CA 92270.
Mr. Sterling is the founder of
Sterling/Winters Company, a brand building, marketing and
management firm established 1978 and now a wholly-owned subsidiary
of kathy ireland® Worldwide. Mr. Sterling also serves as Vice
Chairman and Chief Financial Officer of kathy ireland®
Worldwide and is a member of the Board of Directors of the Issuer.
Mr. Winters is Vision Strategist of kathy ireland® Worldwide.
Both Mr. Sterling and Mr. Winters are U.S. citizens . Mr.
Sterling, in his position as a member of the Issuer's Board of
Directors, has also filed a Form 3 with the SEC on November 16,
2017 disclosing the beneifical ownership of the securities covered
by this Schedule 13D.
During
the past five years no Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor was any Reporting Person a party to a civil
proceeding or a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoying future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The
Trust received 166,667 shares of the Issuer's common stock in March
2016 by exercising warrants sold to kathy ireland® Worldwide
by the Issuer in April 2015, a portion of which was subsequently
transferred to the Trust by kathy ireland®
Worldwide.
The
Trust is the manager and a member of each of IM1 Holdings, LLC, a
California limited liability company ("IM1 Holdings"), and EE1
Holdings, LLC, a California limited liability company
("EE1 Holdings").
In January 2017 the Issuer acquired all of the Class A (voting)
membership interests of I | M 1, LLC,
a California limited liability company ("I'M1")
from IM1 Holdings in exchange for 583,000 shares of the Issuer's
Common Stock valued at $495,550. IM1 Holdings continues to hold all
of the Class B (non-voting) membership interests of I'M1. In
January 2017 the Issuer also acquired all of the Class A (voting)
membership interests of Encore Endeavor 1
LLC, a California limited liability company ("EE1") from EE1 Holdings in
exchange for 283,000 shares of the Issuer's Common Stock valued at
$240,550. EE1 Holdings continues to hold all of the Class B
(non-voting) membership interests of EE1.
Item
4. Purpose of Transaction.
All of the Issuer’s securities owned by each of the Trust,
IM1 Holdings and EE1 Holdings were acquired for investment purposes
only and are being held as a long-term investments.
The
Reporting Persons do not have any current plans or proposals which
relate to or would result in any matters set forth in Items 4(a)
through 4(j) of Schedule 13D.
| CUSIP
No. 5270Q100 | SCHEDULE
13D | Page 6 of 7
Pages |
Item
5. Interest in Securities of the Issuer.
The
number of shares of the Issuer's Common Stock beneficially owned by
the Reporting Person includes:
(i)
166,667 shares of
Common Stock held of record by the Trust;
(ii)
583,000 shares of
Common Stock held of record by IM1 Holdings; and
(iii)
283,000 shares of
Common Stock held of record by EE1 Holdings.
The
Trust, in its position as manager of each of IM1 Holdings and EE1
Holdings, has the right to direct the vote and disposition of
securities owned by each of those entities. Each of Sterling and
Winters, as Trustees of the Trust, have the shared right to direct
the vote and disposition of securities owned by each of the Trust,
IM1 Holdings and EE1 Holdings. Each of the Reporting Persons
disclaims beneifical ownership of the securities held by the Trust,
IM1 Holdings and EE1 Holdings except to the extent of its or his
pecuniary interest therein.
The
number of shares of common stock beneficially owned by the
Reporting Person excludes 40,000 shares of common stock underlying
a restricted stock grant which vests on January 1, 2018 made by the
Issuer to Sterling as partial compensation for his services as a
director of the Issuer.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item
7. Material to be Filed as Exhibits.
Exhibit
24
Power of
attorney
| CUSIP
No. 5270Q100 | SCHEDULE
13D | Page 7 of 7
Pages |
SIGNATURES
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.
| | Sterling Winters
Living Trust u/t/d December 10, 1993 | | |
| | | | |
| Dated: November 16,
2017 | By: | /s/ Mark S.
Elliott | |
| | | Mark S.
Elliott | |
| | | Mark S. Elliott,
Attorney-in-Fact | |
| | | | |
| | | | |
| | By: | /s/ Mark S.
Elliott | |
| | | Erik Sterling,
Trustee | |
| | | by Mark S. Elliott,
Attorney-in-Fact | |
| | | | |
| | | | |
| | By: | /s/ Mark S.
Elliott | |
| | | Jason Winters,
Trustee | |
| | | by Mark S. Elliott,
Attorney-in-Fact | |