Amendment: SEC Form SC 13D/A filed by Imax Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
IMAX Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45245E109
(CUSIP Number)
Ryan J. York
Accretive Legal, PLLC
34522 N. Scottsdale Rd. STE 120-113
Scottsdale, AZ 85266
(425) 786-9256
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 13, 2024
(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.
| * | 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 the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Kevin Douglas | |||||
| 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:
0 | ||
| 8 | SHARED VOTING POWER:
7,516,870 (1)(2)(3)(4) | |||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||
| 10 | SHARED DISPOSITIVE POWER:
8,880,515 (1)(2)(3)(4)(5)(6) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,880,515 (1)(2)(3)(4)(5)(6) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.9% (7) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold 3,857,788 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the Irrevocable Descendant’s Trust FBO Alexander James Douglas which holds 646,111 shares, the Irrevocable Descendant’s Trust FBO Amanda Anne Douglas which holds 646,110 shares, the Irrevocable Descendant’s Trust FBO Jake Edward Douglas which holds 646,110 shares, and the Irrevocable Descendant’s Trust FBO Summer Jean Douglas which holds 646,110 shares. |
| (2) | Kevin Douglas holds 440,000 shares as the trustee and beneficiary of the Nonexempt Trust FBO Kevin G. Douglas. |
| (3) | Kevin Douglas is the Manager of Celtic Financial LLC, which holds 571,989 shares. |
| (4) | Includes 62,652 shares held by an intentionally defective grantor trust (the “KGD IDGT”). Kevin Douglas, as the settlor of the KGD IDGT, has the right to substitute property of equivalent value in return for the shares held by the KGD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the KGD IDGT. |
| (5) | Kevin Douglas shares dispositive power with respect to 440,000 shares held by the Nonexempt Trust FBO James E. Douglas, III. |
| (6) | Kevin Douglas also has dispositive power with respect to 923,645 shares held by James E. Douglas, III. |
| (7) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Michelle Douglas | |||||
| 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:
0 | ||
| 8 | SHARED VOTING POWER:
6,504,881 (1)(2) | |||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||
| 10 | SHARED DISPOSITIVE POWER:
6,504,881 (1)(2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,504,881 (1)(2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.4% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold 3,857,788 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the Irrevocable Descendant’s Trust FBO Alexander James Douglas which holds 646,111 shares, the Irrevocable Descendant’s Trust FBO Amanda Anne Douglas which holds 646,110 shares, the Irrevocable Descendant’s Trust FBO Jake Edward Douglas which holds 646,110 shares, and the Irrevocable Descendant’s Trust FBO Summer Jean Douglas which holds 646,110 shares. |
| (2) | Includes 62,652 shares held by an intentionally defective grantor trust (the “MMD IDGT”). Michelle Douglas, as the settlor of the MMD IDGT, has the right to substitute property of equivalent value in return for the shares held by the MMD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the MMD IDGT. |
| (3) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
James E. Douglas, III | |||||
| 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:
1,363,645 (1) | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||
| 10 | SHARED DISPOSITIVE POWER:
1,363,645 (1)(2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,645 (1)(2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.6% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | James E. Douglas, III holds 440,000 shares as the trustee and beneficiary of the Nonexempt Trust FBO James E. Douglas, III. |
| (2) | Kevin Douglas shares dispositive power with respect to 923,645 shares held by James E. Douglas, III and 440,000 shares held by the Nonexempt Trust FBO James E. Douglas, III. |
| (3) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
K&M Douglas Trust (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 | ||
| 8 | SHARED VOTING POWER:
3,857,788 (2) | |||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||
| 10 | SHARED DISPOSITIVE POWER:
3,857,788 (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,857,788 (2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.3% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees. |
| (2) | Kevin Douglas and his wife, Michelle Douglas, hold 3,857,788 shares jointly as the beneficiaries of the K&M Douglas Trust. |
| (3) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Irrevocable Descendant’s Trust FBO Alexander James Douglas (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
646,111 | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
646,111 | |||
| 10 | SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,111 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Irrevocable Descendant’s Trust FBO Amanda Anne Douglas (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
646,110 | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
646,110 | |||
| 10 | SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,110 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Irrevocable Descendant’s Trust FBO Jake Edward Douglas (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
646,110 | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
646,110 | |||
| 10 | SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,110 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Irrevocable Descendant’s Trust FBO Summer Jean Douglas (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
646,110 | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
646,110 | |||
| 10 | SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,110 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Nonexempt Trust FBO Kevin G. Douglas (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
440,000 | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
440,000 | |||
| 10 | SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
* (2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Less than one percent. |
| (1) | Kevin Douglas is the trustee and beneficiary with respect to 440,000 shares held by the Nonexempt Trust FBO Kevin G. Douglas. |
| (2) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Nonexempt Trust FBO James E. Douglas, III (1) | |||||
| 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
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
440,000 | ||
| 8 | SHARED VOTING POWER:
0 | |||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||
| 10 | SHARED DISPOSITIVE POWER:
440,000 (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,000 (2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
* (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Less than one percent. |
| (1) | James E. Douglas III is the trustee and beneficiary with respect to 440,000 shares held by the Nonexempt Trust FBO James E. Douglas, III. |
| (2) | Kevin Douglas shares dispositive power with respect to 440,000 shares held by the Nonexempt Trust FBO James E. Douglas, III. |
| (3) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
CUSIP No. 45245E109
| 1 | NAMES OF REPORTING PERSONS
Celtic Financial LLC (1) | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 | ||
| 8 | SHARED VOTING POWER:
571,989 (2) | |||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||
| 10 | SHARED DISPOSITIVE POWER:
571,989 (2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,989 (2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.1% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Kevin Douglas is the Manager of Celtic Financial LLC. |
| (2) | Kevin Douglas, as the Manager, also has voting and dispositive power with respect to 571,989 shares held by Celtic Financial LLC. |
| (3) | Based on 52,622,200 shares of the Issuer’s common stock outstanding as of March 31, 2024, as reported on the Issuer’s 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024. |
Schedule 13D
This Amendment No. 9 (“Amendment”) amends and supplements the Schedule 13D filed with the SEC on October 20, 2016, as previously amended by the Schedule 13D/A filed with the SEC on January 27, 2017, the Schedule 13D/A filed with the SEC on January 12, 2018, the Schedule 13D/A filed with the SEC on February 5, 2019, the Schedule 13D/A filed with the SEC on January 27, 2020, the Schedule 13D/A filed with the SEC on January 25, 2021, the Schedule 13D/A filed with the SEC on January 27, 2022, the Schedule 13D/A filed with the SEC on January 31, 2023, and the Schedule 13D/A filed with the SEC on January 25, 2024 (the “Schedule 13D”). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.
The Filers (as defined in Item 2 below) are filing this Amendment to report the June 13, 2024 distribution (the “Distribution”) of certain shares of Common Stock from the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee (which was established under the agreement for the Douglas Family Trust) to the Nonexempt Trust FBO Kevin G. Douglas and to the Nonexempt Trust FBO James E. Douglas, III, which trusts were established under the agreement for the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee. The Distribution was made pursuant to the terms of the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee. No funds or other consideration was paid in exchange for the Distribution.
The following items of the Schedule 13D are hereby amended as follows:
| ITEM 2. | IDENTITY AND BACKGROUND |
The following amends and restates the information set forth in Item 2 of the Schedule 13D in its entirety.
| (a) | Kevin Douglas, Michelle Douglas, James E. Douglas, III, K&M Douglas Trust, Irrevocable Descendant’s Trust FBO Alexander James Douglas, Irrevocable Descendant’s Trust FBO Amanda Anne Douglas, Irrevocable Descendant’s Trust FBO Jake Edward Douglas, Irrevocable Descendant’s Trust FBO Summer Jean Douglas, Nonexempt Trust FBO Kevin G. Douglas, Nonexempt Trust FBO James E. Douglas, III, and Celtic Financial LLC (collectively, the “Filers”). |
| (b) | The business address of the Filers is: |
300A Drakes Landing Road, Suite 200, Greenbrae, CA 94904.
| (c) | Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted: |
Kevin Douglas is an active securities and commodities investor, the Manager of Celtic Financial LLC, and is employed by Douglas Telecommunications, Inc., which has the same business address as the Filers. Michelle Douglas participates in nonprofit fund raising and in assisting Kevin Douglas in his investment activities. James E. Douglas, III is a high school teacher and has the same business address as the Filers.
| (d) | During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Filers was a party to a civil proceeding of 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 enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | U.S.A. |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 is hereby amended and supplemented to add the following:
The information provided or incorporated by reference in Item 4 below is hereby incorporated by reference herein.
| ITEM 4. | PURPOSE OF THE TRANSACTION |
Item 4 is hereby amended and supplemented to add the following:
On June 13, 2024, the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee, distributed, pursuant to the terms of such trust, 440,000 shares of Common Stock to the Nonexempt Trust FBO Kevin G. Douglas and 440,000 shares of Common Stock to the Nonexempt Trust FBO James E. Douglas, III, which trusts were established under the agreement for the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee. No funds or other consideration was paid in exchange for the above distributions.
Additionally, on June 7, 2024, Kevin Douglas received a grant of 7,856 shares of restricted Common Stock units as compensation for services as a Director of the Issuer, which restricted Common Stock units are held by the K&M Douglas Trust. No funds or other consideration was paid in exchange for grant of restricted Common Stock units.
Other than as described in this Amendment, the Filers do not have any plan or proposal that relates to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The beneficial ownership of the Common Stock by each Filer at the date hereof is reflected on that Filer’s cover page.
Other than as described in this Amendment, there were no transactions effected by the Filers in the Common Stock within the past sixty (60) days.
| ITEM 6. | CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The Files hereby add the following disclosure to this Item 6:
Other than the relationships mentioned above and except for the Joint Filing Agreement, dated June 14, 2024, and the Limited Power of Attorney, dated June 14, 2024, each of which is filed as an exhibit to this Schedule 13D, to the knowledge of the Filers, none of the Filers is party to any other contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS |
| 7.1 | Agreement Regarding Joint Filing of Statement on Schedule 13D, dated June 14, 2024. |
| 7.2 | Limited Power of Attorney, dated June 14, 2024. |
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.
| Date: June 17, 2024 | *Kevin Douglas | |||||
| KEVIN DOUGLAS | ||||||
| Date: June 17, 2024 | *Michelle Douglas | |||||
| MICHELLE DOUGLAS | ||||||
| Date: June 17, 2024 | *James E. Douglas, III | |||||
| JAMES E. DOUGLAS, III | ||||||
| K&M DOUGLAS TRUST | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: June 17, 2024 | *Michelle Douglas | |||||
| By: Michelle Douglas | ||||||
| Title: Trustee | ||||||
| IRREVOCABLE DESCENDANT’S TRUST | ||||||
| FBO ALEXANDER JAMES DOUGLAS | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: June 17, 2024 | *Michelle Douglas | |||||
| By: Michelle Douglas | ||||||
| Title: Trustee | ||||||
| IRREVOCABLE DESCENDANT’S TRUST | ||||||
| FBO AMANDA ANNE DOUGLAS | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: June 17, 2024 | *Michelle Douglas | |||||
| By: Michelle Douglas | ||||||
| Title: Trustee | ||||||
| IRREVOCABLE DESCENDANT’S TRUST | ||||||
| FBO JAKE EDWARD DOUGLAS | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: June 17, 2024 | *Michelle Douglas | |||||
| By: Michelle Douglas | ||||||
| Title: Trustee | ||||||
| IRREVOCABLE DESCENDANT’S TRUST | ||||||
| FBO SUMMER JEAN DOUGLAS | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Trustee | ||||||
| Date: June 17, 2024 | *Michelle Douglas | |||||
| By: Michelle Douglas | ||||||
| Title: Trustee | ||||||
| NONEXEMPT TRUST FBO KEVIN G. | ||||||
| DOUGLAS | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Trustee | ||||||
| NONEXEMPT TRUST FBO JAMES E. | ||||||
| DOUGLAS, III | ||||||
| Date: June 17, 2024 | *James E. Douglas, III | |||||
| By: James E. Douglas, III | ||||||
| Title: Trustee | ||||||
| CELTIC FINANCIAL LLC | ||||||
| Date: June 17, 2024 | *Kevin Douglas | |||||
| By: Kevin Douglas | ||||||
| Title: Manager | ||||||
| *Eileen Wheatman |
| /s/ Eileen Wheatman |
| By: Eileen Wheatman |
| Attorney-in-Fact |