SEC Form SC 13D/A filed by Equus Total Return, Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

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

PURSUANT TO § 240.13d-2(a)

Equus Total Return, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

294766100
(CUSIP Number)

Kenneth I. Denos
700 Louisiana St. 48^th Floor

Houston, TX 77002

Telephone: (801) 816-2511

Facsimile: (212) 671-1534

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

September 29, 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 Rule 13d-1(e), 13d-1(f) or 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).

SCHEDULE 13D

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.

Item 1. Security and Issuer

This statement on Schedule 13D relates to the disposition of 1,844,259 shares of common stock (the “Common Stock”) of Equus Total Return, Inc., a Delaware corporation (the “Company”) beneficially owned by Bertrand des Pallieres (the “Reporting Person”). The principal executive offices of the Company are located at 700 Louisiana St., 48^th Floor, Houston, Texas 77002.

Item 2. Identity and Background

This statement is being filed by the Reporting Person.

The Reporting Person’s business address is Byron House, 7-9 St. James’s Street, London SW1A 1EE United Kingdom. The Reporting Person’s principal present occupation is as a partner of London-based Centricus Asset Management, and a Director of The Bitfury Group. The Reporting Person is a citizen of France.

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding. In addition, the Reporting Persons has not, during the last five years, been 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.

Item 3. Source and Amount of Funds or Other Consideration

Not Applicable.

Item 4. Purpose of Transaction

This filing is submitted in connection with the disposition of 1,844,259 shares of Common Stock of the Company (hereinafter, the “Disposition”) beneficially owned by the Reporting Person.

The Reporting Person effected the Disposition in the ordinary course of managing his investment assets. The Reporting Person has been, and continues to be, supportive of the Company’s senior management, and further intends to provide assistance to the Company whenever reasonably possible.

Other than the foregoing, the Reporting Person has no plans or proposals which relate to or would result in any of the following:

(a)                the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b)                an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c)                a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d)                any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)                any material change in the present capitalization or dividend policy of the Company;

(f)                 any other material change in the Company’s business or corporate structure, including but not limited to, any plans or proposals to make any changes in the Company’s investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)                changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)                causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)                 a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)                 any action similar to any of those enumerated above.

Item 5. Interests in Securities of the Issuer

(a)                Following the Disposition, the Reporting Person beneficially owns 345,433 shares of Common Stock in the aggregate, which represents approximately 2.56% of the issued and outstanding shares of Common Stock of the Company. This amount includes 184,600 shares of Common Stock held by Lansdowne Capital S.A., a Luxembourg societe anonyme in which the Reporting Person serves as a director, and 145,833 shares of Common Stock held by SPQR Capital Holdings S.A., a Luxembourg societe anonyme in which the Reporting Person holds a minority ownership interest.

(b)                Following the Disposition, the Reporting Person has the power to vote, or direct the vote, and dispose of, or direct the disposition of, 345,433 shares of Common Stock, which represents approximately 2.56% of the outstanding shares of Common Stock. This amount includes 184,600 shares of Common Stock held by Lansdowne Capital S.A., a Luxembourg societe anonyme in which the Reporting Person serves as a director, and 145,833 shares of Common Stock held by SPQR Capital Holdings S.A., a Luxembourg societe anonyme in which the Reporting Person holds a minority ownership interest.

(c)                During the past 60 days, the Reporting Person has not purchased any shares of the Company.

(d)                No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

(e)                Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.

None.

Item 7. Materials to be filed as Exhibits.

None.

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.

BERTRAND DES PALLIERES

By: /s/ Bertrand des Pallieres