SEC Form SC 13D/A filed

$USNA
Medicinal Chemicals and Botanical Products
Health Care
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SC 13D/A 1 tm219476d2_sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

USANA Health Sciences, Inc.

 

(Name of Issuer)

 

Common Stock, $0.001 par value per share

 

(Title of Class of Securities)

 

90328M107

 

(CUSIP Number)

 

Dr. Myron W. Wentz
c/o USANA Health Sciences, Inc.

3838 West Parkway Boulevard

Salt Lake City, Utah 84120

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 9, 2021

 

(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 Rule 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 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).

 

 

 

 

 

 

CUSIP No. 90328M107

 

1 NAMES OF REPORTING PERSONS

Gull Global Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

6

CITIZEN OR PLACE OF ORGANIZATION

The Bahamas

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

7,985,743

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

7,985,743

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,985,743

 

12

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

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

38.3%

 

14

TYPE OF REPORTING PERSON

OO

 

       

  

2 

 

 

CUSIP No. 90328M107

 

1 NAMES OF REPORTING PERSONS

Myron W. Wentz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

 


4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

6

CITIZEN OR PLACE OF ORGANIZATION

St. Kitts & Nevis

 

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

0

 

8

SHARED VOTING POWER

7,985,743

 

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

7,985,743

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,985,743

 

12

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

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

38.3%

 

14

TYPE OF REPORTING PERSON

IN

 

       

 

3 

 

 

Explanatory Note:

 

This Amendment No. 8 (this “Amendment No. 8”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2008 by Myron W. Wentz (“Dr. Wentz”) and certain other reporting persons named therein, and amended by Amendment No. 1 thereto filed on May 22, 2018, Amendment No. 2 thereto filed on June 1, 2018, Amendment No. 3 thereto filed on August 7, 2018, Amendment No. 4 thereto filed on October 2, 2018, and Amendment No. 5 thereto filed on February 11, 2020, Amendment No. 6 filed on May 7, 2020, and Amendment No. 7 filed on August 24, 2020 by Dr. Wentz and Gull Global Limited (“Gull Global”) (as so amended, the “Schedule 13D”), relating to the common stock, par value $0.001 per share (“Shares” or “Common Stock”), of USANA Health Sciences, Inc., a Utah corporation. This Amendment No. 8 reflects changes to items 4, 5 and 7 of the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings set forth in the Schedule 13D as amended prior to this Amendment No. 8.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

“On March 9, 2021 the Reporting Persons sold an aggregate of 500,000 Shares, for aggregate gross proceeds of $47,500,000 for liquidity purposes.”

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)       Gull Global is the direct beneficial owner of 7,985,743 Shares, constituting approximately 38.3% of the outstanding Shares, based on 20,852,268 Shares outstanding as of February 26, 2021 as reported by the Issuer in its Quarterly Report on Form 10-K filed with the Commission on March 2, 2021. Dr. Wentz is deemed to be the beneficial owner of the 7,985,743 Shares, constituting approximately 38.3% of the outstanding Shares, held by Gull Global.

 

(b)       The Reporting Persons share the power to vote or direct the vote of the Shares beneficially owned by them, and the power to dispose of or direct the disposition of such Shares.

 

(c)       The following table describes all transactions in the Common Stock that were effected by the Reporting Persons during the 60-day period prior to the date of this Amendment No. 8. Except for the transactions set forth below, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named in Item 2 of the Schedule 13D, has effected any other transactions in the Common Stock during such 60-day period.

 

Date of Transaction (1) Number of Shares Sold Price per Share Type of Transaction
3/9/2021 500,000 $95.00 Open Market Block Trade

 

(1)The shares were held directly by Gull Global.

 

4 

 

 

Item 7.Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented by adding reference to the following exhibit filed with this Amendment No. 8:

 

Exhibit 1Joint Filing Agreement

 

5 

 

 

SIGNATURES

 

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.

 

Dated: March 11, 2021

 

  Gull Global Limited  
       
  By: /s/ Valarie A. Hing  
  Name: Valarie A. Hing  
  Title: Attorney in Fact  
       
       
  MYRON W. WENTZ  
       
  By: /s/ Valarie A. Hing  
  Name: Valarie A. Hing  
  Title: Attorney in Fact  

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

Each of the undersigned hereby agrees that this Amendment No. 8 to the statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: March 11, 2021

 

  Gull Global Limited  
       
  By: /s/ Valarie A. Hing  
  Name: Valarie A. Hing  
  Title: Attorney in Fact  
       
       
  MYRON W. WENTZ  
       
  By: /s/ Valarie A. Hing  
  Name: Valarie A. Hing  
  Title: Attorney in Fact  

 

 

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