|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
GOLD.COM, INC. (Name of Issuer) |
Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) |
Jeffrey D. Benjamin
c/o Gold.com, Inc., 1550 Scenic Ave. Suite 150
Costa Mesa, CA, 92626
844-455-4653
c/o Gold.com, Inc., 1550 Scenic Ave. Suite 150
Costa Mesa, CA, 92626
844-455-4653
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/09/2026
(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.
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).
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Jeffrey D. Benjamin | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,242,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.01 Per Share | |
| (b) | Name of Issuer:
GOLD.COM, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1550 Scenic Ave, Suite 150, Costa Mesa,
CALIFORNIA
, 92626. | |
Item 1 Comment:
This Amendment amends the Schedule 13D first filed with the Securities and Exchange Commission on March 21, 2014 (the "Schedule 13D"), which was then amended by a filing of Amendment No. 1 to Schedule 13D on March 25, 2014 ("Amendment No. 1"), further amended by a filing of Amendment No. 2 to Schedule 13D on July 16, 2021 ("Amendment No. 2") and further amended by a filing of Amendment No. 3 to Schedule 13D on July 8, 2022 ("Amendment No. 3"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D and Amendments No. 1, No. 2 and No. 3. | ||
| Item 2. | Identity and Background | |
| (a) | Jeffrey D. Benjamin | |
| (b) | 1550 Scenic Ave., Suite 150, Costa Mesa, CA 92626 | |
| (c) | The Reporting Person is a Senior Advisor to Cyrus Capital Partners, L.P., located at 65 E 55th St, New York, NY 10022. The Reporting Person also serves as Chairman of the Board of Directors of the Issuer. | |
| (d) | Item 2(d) as set forth in the Schedule 13D is incorporated herein by reference and reconfirmed. | |
| (e) | Item 2(e) as set forth in the Schedule 13D is incorporated herein by reference and reconfirmed. | |
| (f) | United States | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment is not reporting purchases. The information in Item 5 of this Amendment is incorporated by reference into this Item. | ||
| Item 4. | Purpose of Transaction | |
This Amendment is not reporting acquisitions. Information in Item 4 in the Schedule 13D and Amendments Nos. 1, 2 and 3 is incorporated by reference into this Item. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Percentages of the outstanding class of Common Stock set forth on the Cover Page and in this Item 5 are based on 25,296,992 shares of Common Stock outstanding at January 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed February 6, 2026. This reflects a substantial increase in the number of shares outstanding since the filing of the Reporting Person's Amendment No. 3 to Schedule 13D, which has contributed to the decrease in the percentage of the outstanding class beneficially owned by the Reporting Person. | |
| (b) | At March 9, 2026, the Reporting Person had beneficial ownership of 1,242,746 shares of Common Stock, 4.9% of the outstanding class. This total includes 1,242,746 shares over which the Reporting Person is reporting sole voting and sole dispositive power, with no shares subject to shared voting power or shared dispositive power. However, of these shares, 740,240 shares are held in two family trusts for the benefit of the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the shares held in the trusts, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of those shares for purposes of Section 13(d) or for any other purpose. The Reporting Person's beneficial ownership includes 26,870 restricted stock units (the "RSUs") granted by the Issuer as compensation for services as a director of the Issuer. Of these RSUs, 22,306 are vested and non-forfeitable but deferred as to settlement, and 4,564 have a stated vesting date of November 12, 2026 (subject to accelerated vesting in specified circumstances), with the RSUs to be deferred as to settlement following vesting. The RSUs are settleable by issuance of shares of Common Stock, and are included in the beneficial ownership of shares reported herein. | |
| (c) | Between February 12, 2026 and March 9, 2026, the Reporting Person sold shares of Issuer Common Stock in open market transactions. The table below shows each day's sales and the price range of those sales:
Date Shares sold Sale Price - Low and High
2/12/26 4,821 $62.25 $62.47
2/13/26 75,179 60.50 61.79
2/17/26 20,000 58.00 58.69
2/18/26 25,000 57.50 57.90
2/19/26 40,000 58.00 59.02
2/20/26 35,000 58.00 59.15
2/23/26 15,604 57.00 57.18
2/24/26 25,000 55.60 57.39
2/25/26 25,000 56.02 56.74
2/26/26 25,000 56.09 56.63
2/27/26 25,000 56.50 57.59
3/2/26 25,000 56.50 57.10
3/4/26 14,540 56.51 57.18
3/6/26 2,935 53.00 53.20
3/9/26 24,683 50.00 50.55
| |
| (d) | Not applicable. | |
| (e) | On March 9, 2026, the Reporting Person ceased to be a beneficial owner of more than five percent of the outstanding class of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Information regarding RSUs held by the Reporting Person, as set forth in Item 5 above, is incorporated by reference into this Item. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| 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.
|
|
|