SEC Form SC 13D/A filed by LL Flooring Holdings Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

LL Flooring Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55003T107

(CUSIP Number)

Avi Cohen

2350 W O Smith Street

Lawrenceburg, TN 38464

617-851-9635

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

August 17, 2023

(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 § 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(b) 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 (the “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 No. 55003T107

 

1		Names of Reporting Persons    F9 Investments, LLC (Single Member LLC with Thomas D. Sullivan Single Member)
2		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3		SEC Use Only
4		Source of Funds    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    Florida

Number of Shares  Beneficially  Owned by Each Reporting Person With:				7		Sole Voting Power    0
				8		Shared Voting Power    2,698,907
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    2,698,907

11		Aggregate Amount Beneficially Owned by Each Reporting Person    2,698,907
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    8.8%
14		Type of Reporting Person    PN

SCHEDULE 13D

CUSIP No. 55003T107

 

1		Names of Reporting Persons    Thomas D. Sullivan
2		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3		SEC Use Only
4		Source of Funds    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    0
				8		Shared Voting Power    1,100
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    1,100

11		Aggregate Amount Beneficially Owned by Each Reporting Person    1,100
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    Less than 1%
14		Type of Reporting Person    IN

SCHEDULE 13D

CUSIP No. 55003T107

 

1		Names of Reporting Persons    John Jason Delves
2		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3		SEC Use Only
4		Source of Funds    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    0
				8		Shared Voting Power    13,000
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    13,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person    13,000
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    Less than 1%
14		Type of Reporting Person    IN

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of LL Flooring Holdings, Inc., a Delaware corporation (“LL”). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30, 2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023 and Amendment No. 5 filed on January 18, 2024 (collectively, the “Schedule 13D”). Other than information set forth on the cover pages and Items 4 and 7 below, no other information in the Schedule 13D is being amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.

 

Item 4.

Purpose of Transaction

On April 11, 2024, Dentons US LLP, counsel to Thomas D. Sullivan, John Jason Delves and Jill Witter (each of whom were nominated by Mr. Sullivan for election to the Board of Directors of LL (collectively, the “Nominees”)), sent a letter to Skadden, Arps, Slate, Meagher & Flom LLP, counsel to LL, demanding, on behalf of the Nominees, that the Board of Directors of LL set a date for the 2024 annual meeting of stockholders of LL and the record date for such meeting and addressing various related matters. A copy of this letter is attached hereto as Exhibit 1 and incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1		Letter to LL, dated April 11, 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: April 11, 2024				F9 INVESTMENTS, LLC
				By:		/s/ Thomas D. Sullivan
				Name: Thomas D. Sullivan
				Title: Managing Member, Single Member
				/s/ Thomas D. Sullivan
				Name: Thomas D. Sullivan
				/s/ John Jason Delves
				Name: John Jason Delves