Filing Details

 

 

 

 

CUSIP No.    522015 106

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Donna Gruneich
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):    PF
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:	10,638,147
	8.	Shared Voting Power:	36,900
	9.	Sole Dispositive Power:	10,638,147
	10.	Shared Dispositive Power:	36,900
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:    10,675,047
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ☐
13.	Percent of Class Represented by Amount in Row (11):    65.6%
14.	Type of Reporting Person (See Instructions):
	IN

 

 

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Kevin Gruneich
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):    PF
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:	36,900
	8.	Shared Voting Power:	10,638,147
	9.	Sole Dispositive Power:	36,900
	10.	Shared Dispositive Power:	10,638,147
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:    10,675,047
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ☐
13.	Percent of Class Represented by Amount in Row (11):    65.6%
14.	Type of Reporting Person (See Instructions):
	IN

 

 

Explanatory Note

This Amendment No. 1 to Schedule 13D is being filed by the Reporting Persons named herein and amends and supplements the original Schedule 13D of the Reporting Persons filed on July 2, 2018 (the “Original Schedule 13D”).  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Original Schedule 13D.  Except as amended hereby, the information set forth in the Original Schedule 13D remains unchanged.

Item 4 is hereby supplemented as follows:

Effective October 1, 2018, the Issuer borrowed $1.0 million under the Line of Credit Agreement dated as of June 29, 2018 between the Trust and the Issuer (the “Credit Agreement”).  As a result of such borrowing, the principal amount outstanding under the related convertible promissory note in favor of the Trust (the “Note”) increased to $3.0 million.  Under the terms of the Note, the Trust currently has the right to convert such principal amount, in whole or in part at its option, into 3,000,000 shares at an initial conversion price $1.00 per share subject to downward adjustment pursuant to the terms of the Credit Agreement.

Item 5 is hereby amended as follows:

(a)-(b)

The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.  The percent of class reported as beneficially owned on the cover pages of this Statement is based on 13,224,349 shares of Common Stock outstanding as of August 1, 2018 as reported by the Issuer in its Form 10-Q for the quarterly period ended June 29, 2018 and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Of the 10,495,332 shares reported as beneficially owned by the Trust, 3,000,000 shares represent shares that the Trust has a right to acquire within 60 days of the date of this Statement pursuant to the Note described in Item 6 of the Original Schedule 13D.

Of the aggregate 10,675,047 shares reported as beneficially owned by each of Donna Gruneich and Kevin Gruneich, (i) 142,815 shares are held in the Kevin Ross Gruneich Revocable Trust, for which Donna Gruneich serves as trustee, (ii) 36,900 shares are held by the Kevin & Donna Gruneich Foundation, for which Kevin Gruneich serves as President, and (iii) 3,000,000 shares represent shares that the Trust has a right to acquire within 60 days of the date of this Statement pursuant to the Note described in Item 6 of the Original Schedule 13D.

(c)	Except as set forth above, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)	Not applicable.

99.1	Joint Filing Agreement dated as of June 29, 2018 among the Reporting Persons (incorporated by reference to Exhibit 99.3 of the Reporting Person’s Schedule 13D filed on July 2, 2018).

 

 

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.