SEC Form SC 13D/A filed by Medallion Financial Corp. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 20*
MEDALLION FINANCIAL CORP.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
583928106
(CUSIP Number)
Alvin Murstein
Chairman and Chief Executive Officer
Medallion Financial Corp.
437 Madison Avenue, 38th Floor
New York, NY 10022
(212) 328-2100
With a copy to:
Marisa T. Silverman
Chief Compliance Officer and General Counsel
Medallion Financial Corp.
437 Madison Avenue, 38th Floor
New York, NY 10022
(212) 328-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 16, 2024
(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 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 age. |
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 No. 583928106
| 1. |
Names of Reporting Persons
Alvin Murstein | |||||
| 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 – Personal Funds of Alvin Murstein OO – Funds of the Alvin Murstein Second Family Trust | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | Sole Voting Power
1,851,449 (including 95,689 shares which may be acquired upon the exercise of stock options)1 | ||||
| 8. | Shared Voting Power
-0- | |||||
| 9. | Sole Dispositive Power
1,851,449 (including 95,689 shares which may be acquired upon the exercise of stock options)1 | |||||
| 10. | Shared Dispositive Power
-0- | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,851,449 (including 95,689 shares which may be acquired upon the exercise of stock options)1 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.89% (based upon 23,363,731 shares outstanding as of November 3, 2023 as reported on the cover page to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | 1,358,300 shares are held in the Alvin Murstein Second Family Trust, 117,660 shares are held in the Aileen J. Murstein Family 2012 Trust and 5,000 shares are held by Mr. Murstein’s spouse. |
SCHEDULE 13D
CUSIP NO. 583928106
This Amendment No. 20 to Schedule 13D, filed on behalf of Mr. Alvin Murstein, relates to shares of common stock, par value $0.01 per share of Medallion Financial Corp., a Delaware corporation, and amends the Schedule 13D as originally filed with the Securities and Exchange Commission on February 14, 1997.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 is hereby amended and restated in its entirety as follows:
The 274,800 shares of Common Stock held directly by Mr. Murstein, the 117,660 shares of Common Stock held by the Aileen J. Murstein Family 2012 Trust and the 5,000 shares of Common Stock held directly by Mr. Murstein’s spouse were purchased with approximately $998,539 of personal funds; the 1,358,300 shares of Common Stock held by the Alvin Murstein Second Family Trust (the “Trust”), of which Mr. Murstein is a trustee, were purchased with approximately $496,885 of funds of the Trust.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Items 5(a) and 5(c) are hereby amended and restated in their entirety as follows:
(a) As of the close of business on February 16, 2024, Mr. Murstein was the beneficial owner of 1,851,449 (including 95,689 shares which may be acquired upon the exercise of stock options). Such shares constituted approximately 7.89% of 23,363,731 shares outstanding as of November 3, 2023 as reported on the cover page to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
(c) Mr. Murstein has affected the following transaction in the Common Stock during the last sixty days:
On February 16, 2024, Mr. Murstein received 22,203 restricted shares of Common Stock awarded under the Medallion Financial Corp. 2018 Equity Incentive Plan which will vest in equal one-third increments on March 1, 2025, March 1, 2026 and March 1, 2027.
On February 17, 2024, Medallion Financial Corp. withheld 2,340 of Mr. Murstein’s restricted shares of Common Stock to satisfy tax obligations arising upon vesting of restricted stock award granted previously under the Medallion Financial Corp. 2018 Equity Incentive Plan in a transaction exempt under Rule 16b-3 under the Securities Exchange Act of 1934.
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.
Dated: February 21, 2024
| /s/ Alvin Murstein | ||
| Name: | Alvin Murstein | |
| Title: | Chairman and Chief Executive Officer of Medallion Financial Corp. | |
Individually and as Trustee under the Alvin Murstein Second Family Trust and the Aileen J. Murstein Family 2012 Trust