Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

ICTV Brands, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

44931J100

(CUSIP Number)

Norman H. Pessin

Sandra F. Pessin

Brian L. Pessin

Diana S. Pessin

366 Madison Avenue, 14^th Floor

New York, NY 10017

(212) 661-2670

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 19, 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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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 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 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).

	1		NAME OF REPORTING PERSON
				NORMAN H. PESSIN
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							2,240,484
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							2,240,484
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,240,484
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.2%
	14		TYPE OF REPORTING PERSON
				IN

  

	1		NAME OF REPORTING PERSON
				SANDRA F. PESSIN
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							5,171,980
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							5,171,980
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,171,980
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.7%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				BRIAN L. PESSIN
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,989,651
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							1,989,651
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,989,651
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.7%
	14		TYPE OF REPORTING PERSON
				IN

  

 

1

NAME OF REPORTING PERSON

DIANA S. PESSIN

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF, 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

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

57,200

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

57,200

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

57,200

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

  

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). The Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are passive investors in the Issuer and no additional disclosure under Item 4 Purpose of Transaction under Schedule 13D is required. 

This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 2,240,484 Shares beneficially owned by Norman H. Pessin is approximately $1,276,496, including brokerage commissions. The Shares owned by Norman H. Pessin were acquired with personal funds in open market purchases.

The aggregate purchase price of the 5,171,980 Shares beneficially owned by Sandra F. Pessin, is approximately $1,816,804, including brokerage commissions. The Shares beneficially owned by Sandra F. Pessin were acquired with personal funds directly from the Issuer.

The aggregate purchase price of the 1,989,651 Shares beneficially owned by Brian L. Pessin, is approximately $786,790, including brokerage commissions. The Shares beneficially owned by Brian L. Pessin were acquired with personal funds in open market purchases, except with respect to the 1,215,686 Shares purchased directly from the Issuer.

The aggregate purchase price of the 57,200 Shares beneficially owned by Diana S. Pessin is approximately $38,560, including brokerage commissions. The Shares owned by Diana S. Pessin were acquired with personal funds in open market purchases.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 53,140,700 Shares outstanding as of August 17, 2018, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 22, 2018.

A.

Norman H. Pessin

(a)

As of the close of business on October 23, 2018, Norman H. Pessin beneficially owned 2,240,484 Shares.

Percentage: Approximately 4.2%

(b)

1. Sole power to vote or direct vote: 2,240,484 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,240,484 4. Shared power to dispose or direct the disposition: 0

 

(c)

Norman H. Pessin has not entered into any transactions in the Shares during the past sixty days.

B.

Sandra F. Pessin

(a)

As of the close of business on October 23, 2018, Sandra F. Pessin beneficially owned 5,171,980 Shares.

Percentage: Approximately 9.7%

(b)

1. Sole power to vote or direct vote: 5,171,980 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,171,980 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by Sandra F. Pessin during the past sixty days is set forth in Schedule A and are incorporated herein by reference.

C.

Brian L. Pessin

(a)

As of the close of business on October 23, 2018, Brian L. Pessin beneficially owned 1,989,651 Shares, which includes 73,458 Shares which are held in trust for the benefit of his children, which trust Brian L. Pessin controls, and 94,300 Shares which are controlled by Brian L. Pessin but held for the benefit of his minor children.

Percentage: Approximately 3.7%

(b)

1. Sole power to vote or direct vote: 1,989,651 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,989,651 4. Shared power to dispose or direct the disposition: 0

 

(c)

Brian L. Pessin has not entered into any transactions in the Shares during the past sixty days.

 

D.

Diana S. Pessin

(b)

As of the close of business on October 23, 2018, Diana S. Pessin beneficially owned 57,200 Shares.

Percentage: Less than 1.0%

(b)

1. Sole power to vote or direct vote: 57,200 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 57,200 4. Shared power to dispose or direct the disposition: 0

 

(c)

Diana S. Pessin has not entered into any transactions in the Shares during the past sixty days.

SIGNATURES

 

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2018

 

	/s/ Norman H. Pessin
	Norman H. Pessin

 

 

	/s/ Sandra F. Pessin
	Sandra F. Pessin

 

 

	/s/ Brian L. Pessin
	Brian L. Pessin

 

 

	/s/ Diana S. Pessin
	Diana S. Pessin

 

 

SCHEDULE A

 

Transaction in the Shares During the Past Sixty Days

 

Shares of Common Stock Purchased/(Sold)

Price Per Share($)

Date of Purchase/Sale

 

SANDRA f. pessin

 

(524,099)

0.0633

10/19/2018