SEC Form SC 13D/A filed by My Size, Inc. (Amendment)
UNITED STATES
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)
(Amendment No. 4)1
My Size, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
62844N208
(CUSIP Number)
David E. Lazar
c/o ACTIVIST INVESTING llc
1185 Avenue of the Americas, Third Floor
New York, New York 10036
(646) 768-8417
SPENCER FELDMAN, ESQ.
Kenneth A. Schlesinger, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 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 § 240.13d-7 for other parties to whom copies are to be sent.
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).
| 1 | 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. |
| 1 |
NAME OF REPORTING PERSONS
David E. Lazar |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
OO, 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
USA, ISRAEL |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
- 0 - | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
- 0 - |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 |
TYPE OF REPORTING PERSON
IN |
2
| 1 |
NAME OF REPORTING PERSONS
Custodian Ventures LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
- 0 - | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
- 0 - |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 |
TYPE OF REPORTING PERSON
OO |
3
| 1 |
NAME OF REPORTING PERSONS
Activist Investing LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
- 0 - | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
- 0 - |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 |
TYPE OF REPORTING PERSON
OO |
4
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 23,982,503 Shares outstanding, as of November 11, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Prospectus on Form 424B3 filed with the SEC on November 26, 2021.
| A. | Activist Investing |
| (a) | As of the date hereof, Activist Investing did not own any Shares. |
Percentage: Approximately 0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Activist Investing during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Custodian Ventures |
| (a) | As of the date hereof, Custodian Ventures did not own any Shares. |
Percentage: Approximately 0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Custodian Ventures during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
5
| C. | Mr. Lazar |
| (a) | As of the date hereof, Mr. Lazar did not own any Shares. |
Percentage: Approximately 0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Lazar during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (e) | As of December 28, 2021, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares. |
6
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 29, 2021
| ACTIVIST INVESTING LLC | |||
| By: |
/s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
| CUSTODIAN VENTURES LLC | |||
| By: | /s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
|
/s/ David E. Lazar | |
| DAVID E. LAZAR |
7
SCHEDULE A
Transaction in the Shares During the Past Sixty Days
| Nature of Transaction | Shares of Common Stock Purchased/(Sold) |
Price Per Share($) |
Date of Purchase/Sale | |||
| activist investing llc | ||||||
| Sale of Common Stock | (14,895) | 0.5811 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5807 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5812 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5811 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5825 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (20,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (20,000) | 0.5826 | 12/27/2021 | |||
| Sale of Common Stock | (20,000) | 0.5851 | 12/27/2021 | |||
| Sale of Common Stock | (20,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (20,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.58 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.5801 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.5800 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5832 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5830 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5842 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5882 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5851 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5907 | 12/27/2021 | |||
| Sale of Common Stock | (9,335) | 0.5934 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6028 | 12/27/2021 | |||
| Custodian Ventures LLC | ||||||
| Sale of Common Stock | (20,000) | 0.591 | 12/27/2021 | |||
| Sale of Common Stock | (20,000) | 0.5911 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.5857 | 12/27/2021 | |||
| Sale of Common Stock | (30,000) | 0.5814 | 12/27/2021 | |||
| Sale of Common Stock | (50,000) | 0.6333 | 12/27/2021 | |||
| Sale of Common Stock | (100,000) | 0.63 | 12/27/2021 | |||
| Sale of Common Stock | (50,000) | 0.5800 | 12/28/2021 | |||
| Sale of Common Stock | (2,670) | 0.5775 | 12/28/2021 | |||
| Sale of Common Stock | (10,000) | 0.5802 | 12/28/2021 | |||
| Sale of Common Stock | (40,000) | 0.58 | 12/28/2021 | |||
Sch. A-1
| Sale of Common Stock | (30,000) | 0.5850 | 12/28/2021 | |||
| Sale of Common Stock | (80,000) | 0.5880 | 12/28/2021 | |||
| Sale of Common Stock | (50,000) | 0.588 | 12/28/2021 | |||
| Sale of Common Stock | (76,290) | 0.5803 | 12/28/2021 | |||
| Sale of Common Stock | (50,000) | 0.5918 | 12/28/2021 |
| David E. Lazar | ||||||
| Sale of Common Stock | (10,000) | 0.6201 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6201 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.62 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6201 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6208 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.63 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6301 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6311 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6321 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6321 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.631 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.631 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6310 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6308 | 12/27/2021 | |||
| Sale of Common Stock | (2,000) | 0.6306 | 12/27/2021 | |||
| Sale of Common Stock | (1,000) | 0.6308 | 12/27/2021 | |||
| Sale of Common Stock | (1,000) | 0.6308 | 12/27/2021 | |||
| Sale of Common Stock | (1,000) | 0.6352 | 12/27/2021 | |||
| Sale of Common Stock | (1,000) | 0.6305 | 12/27/2021 | |||
| Sale of Common Stock | (1,000) | 0.6304 | 12/27/2021 | |||
| Sale of Common Stock | (16,114) | 0.5825 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5906 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5900 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.59 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.59 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.59 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.5906 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.60 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6021 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6013 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6032 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6096 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.601 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6009 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6008 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6150 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6150 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6151 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.615 | 12/27/2021 | |||
| Sale of Common Stock | (10,000) | 0.6200 | 12/27/2021 | |||
Sch. A-2