CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 2 of 8 pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
Ohio
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,304,824
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,304,824
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,304,824
|
|
|
|||
|
|
||||
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)
|
|
|
||
7.1% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1. |
This percentage is based on a total of 114,685,783 Shares (as defined herein) outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC (as defined herein) on
May 8, 2024, plus an aggregate 30,434,280 Shares issued upon conversion of Series A Preferred Stock (as defined herein) on May 23, 2024 following the approval of the Conversion Proposal (as defined herein).
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 3 of 8 pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,267,873
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,267,873
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,267,873
|
|
|
|||
|
|
||||
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)
|
|
|
||
8.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1.
|
This percentage is based on a total of 114,685,783 Shares outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 8, 2024, plus an aggregate 30,434,280
Shares issued upon conversion of Series A Preferred Stock on May 23, 2024 following the approval of the Conversion Proposal.
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 4 of 8 pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KFDI-B LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,775,386
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,775,386
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,775,386
|
|
|
|||
|
|
||||
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)
|
|
|
||
1.9% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1. |
This percentage is based on a total of 114,685,783 Shares outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 8, 2024, plus an aggregate 30,434,280
Shares issued upon conversion of Series A Preferred Stock on May 23, 2024 following the approval of the Conversion Proposal.
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 5 of 8 pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lawrence T. Kennedy, Jr.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
274,068 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
25,348,083
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
274,068 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,348,083
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,622,151 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.6% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
1. |
This amount includes 274,068 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.
|
2. |
This percentage is based on a total of (i) 114,685,783 Shares outstanding as of May 1, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 8, 2024, (ii) an aggregate
30,434,280 Shares issued upon conversion of Series A Preferred Stock on May 23, 2024 following the approval of the Conversion Proposal, and (iii) 274,068 Shares that the Reporting Person has the right to acquire within 60 days of the date of
this filing.
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 6 of 8 pages
|
Item 1. |
Security and Issuer
|
Item 2.
|
Identity and Background
|
i. |
Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01 (the “Revocable Trust”),
|
ii. |
Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16 (the “Perpetuity Trust”),
|
iii. |
KFDI-B, LLC (“KFDI-B”), and
|
iv. |
Lawrence T. Kennedy, Jr. (“Mr. Kennedy”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
(i) |
46,686 RSUs, each one of which represents a contingent right to receive one Share, which will vest in full on March 31, 2025, generally subject to Mr. Kennedy’s continued service on the Issuer’s Board. The
Shares underlying these RSUs will be issued to Mr. Kennedy following Mr. Kennedy’s separation from service to the Issuer. In the event Mr. Kennedy’s continued service on the Board terminates other than for cause, these RSUs will vest on a
prorated basis based on the number of full months of service Mr. Kennedy completed during the applicable vesting period. Accordingly, within 60 days of the date of this filing, a total of 11,672 of these RSUs could vest on a prorated basis
if Mr. Kennedy’s continued service were to terminate other than for cause; the remaining 35,014 RSUs that would not vest within 60 days of the date of this filing have been omitted from Mr. Kennedy’s beneficial ownership as reported herein.
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 7 of 8 pages
|
(ii) |
a stock option representing the right to acquire 37,050 Shares at an exercise price of $1.57, which will vest in full on March 31, 2025, generally subject to Mr. Kennedy’s continued service on the Issuer’s
Board. In the event Mr. Kennedy’s continued service on the Board terminates other than for cause, these options will vest on a prorated basis based on the number of full months of service Mr. Kennedy completed during the applicable vesting
period. Accordingly, within 60 days of the date of this filing, options representing the right to acquire 9,263 Shares could vest on a prorated basis if Mr. Kennedy’s continued service were to terminate other than for cause; the remaining
options representing the right to acquire 27,787 Shares that would not vest within 60 days of the date of this filing have been omitted from Mr. Kennedy’s beneficial ownership as reported herein.
|
Item 4.
|
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 8 of 8 pages
|
LAWRENCE T. KENNEDY, JR. REVOCABLE TRUST UAD 6/19/01
|
|
By: /s/ Lawrence T. Kennedy, Jr.
|
|
Name: Lawrence T. Kennedy, Jr.
|
|
Title: Trustee
|
|
LAWRENCE T. KENNEDY, JR. PERPETUITY TRUST UAD 6/30/16
|
|
By: /s/ Susan Callahan
|
|
Name: Susan Callahan
|
|
Title: Bryn Mawr Trust Company of Delaware, Trustee
|
|
KFDI-B LLC
|
|
By: /s/ Lawrence T. Kennedy, Jr.
|
|
Name: Lawrence T. Kennedy, Jr.
|
|
Title: Manager
|
|
Lawrence T. Kennedy, Jr.
|
|
/s/ Lawrence T. Kennedy, Jr.
|
|
May 23, 2024
|