Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

Easterly Acquisition Corp.

__________________________________________________________________________________

(Name of Issuer)

 

 

Common Stock, par value $0.0001 per share
__________________________________________________________________________________

(Title of Class of Securities)

 

 

27616L 102
__________________________________________________________________________________

(CUSIP Number)

 

Avshalom Kalichstein

Easterly Acquisition Sponsor, LLC

138 Conant Street
Beverly, MA 01915
Telephone: (617) 303-4800
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

June 25, 2018
__________________________________________________________________________________

(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. ¨

 

 

CUSIP No. 27616L 102
1.  Names of Reporting Persons.
Avshalom Kalichstein
2.  Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3.  SEC Use Only
4.  Source of Funds
N/A
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:	7.  Sole Voting Power
	0
	8.  Shared Voting Power
	4,928,000
	9.  Sole Dispositive Power
	0
	10.  Shared Dispositive Power
	4,928,000
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
4,928,000
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
13.  Percent of Class Represented by Amount in Row (11)
24.6%
14.  Type of Reporting Person
IN

 

 

CUSIP No. 27616L 102
1.  Names of Reporting Persons.
Darrell Crate
2.  Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3.  SEC Use Only
4.  Source of Funds
N/A
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:	7.  Sole Voting Power
	0
	8.  Shared Voting Power
	4,928,000
	9.  Sole Dispositive Power
	0
	10.  Shared Dispositive Power
	4,928,000
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
4,928,000
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
13.  Percent of Class Represented by Amount in Row (11)
24.6%
14.  Type of Reporting Person
IN

 

 

CUSIP No. 27616L 102
1.  Names of Reporting Persons.
David Cody
2.  Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3.  SEC Use Only
4.  Source of Funds
N/A
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:	7.  Sole Voting Power
	0
	8.  Shared Voting Power
	4,928,000
	9.  Sole Dispositive Power
	0
	10.  Shared Dispositive Power
	4,928,000
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
4,928,000
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
13.  Percent of Class Represented by Amount in Row (11)
24.6%
14.  Type of Reporting Person
IN

 

 

CUSIP No. 27616L 102
1.  Names of Reporting Persons.
Easterly Acquisition Sponsor, LLC
2.  Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3.  SEC Use Only
4.  Source of Funds
N/A
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           ¨
6.  Citizenship or Place of Organization
Delaware
Number of Shares    Beneficially    Owned by    Each Reporting    Person With:	7.  Sole Voting Power
	0
	8.  Shared Voting Power
	4,928,000
	9.  Sole Dispositive Power
	0
	10.  Shared Dispositive Power
	4,928,000
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
4,928,000
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
13.  Percent of Class Represented by Amount in Row (11)
24.6%
14.  Type of Reporting Person
OO

 

 

EXPLANATORY NOTE

 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends the Schedule 13D filed on July 29, 2015, as amended by the Schedule 13D/As filed on June 30, 2017, August 1, 2017 and June 25, 2018 (the “Original Schedule 13D”), and relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Easterly Acquisition Corp., a Delaware corporation (the “Issuer”). This Amendment No. 4 is being filed to amend and update Item 6 to provide additional information as set forth below. Terms not otherwise defined herein are defined in the Original Schedule 13D.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Item 6 of the Original Schedule 13D is hereby amended to add the following:

  

On June 25, 2018, the Sponsor entered into an agreement with an investor to sell to such investor 25,000 shares of Common Stock at $0.005 as of and contingent upon the Effective Time. The agreement to sell these shares to the investor is consistent with the terms set forth in the Sponsor Letter described in Amendment No. 3 to this Schedule 13D filed on June 25, 2018, and attached as Exhibit A to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on June 25, 2018.

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  June 26, 2018	EASTERLY ACQUISITION SPONSOR, LLC
	By:	/s/ Darrell Crate
	Name:	Darrell Crate
	Title:	Managing Director
Dated:  June 26, 2018
	By:	/s/ Avshalom Kalichstein
	Name:	Avshalom Kalichstein
Dated:  June 26, 2018
	By:	/s/ Darrell Crate
	Name:	Darrell Crate
Dated:  June 26, 2018
	By:	/s/ David Cody
	Name:	David Cody