SEC Form SC 13D/A filed by Zedge Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

Zedge, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

98923T104

(CUSIP Number)

Michael Jonas

c/o Zedge, Inc.

1178 Broadway, 3rd Floor #1450

New York, NY 10001

(330) 577-3424

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

February 8, 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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨

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/A

SCHEDULE 13D/A

This Amendment No. 2 to Schedule 13D (this “Amendment”) supplements and amends the information contained in the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on November 4, 2016, as previously amended by Amendment No. 1 thereto filed with the Commission on February 28, 2023 (as so amended, the “Schedule 13D”). Terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D.

Item 1. Security and Issuer

This Amendment relates to shares of Class B common stock, $0.01 par value (“Class B Common Stock”) of Zedge, Inc., a Delaware corporation (the “Company” or “Zedge”).  The Company’s principal executive offices are located at 1178 Broadway, 3rd Floor #1450, New York, NY 10001.

Item 2. Identity and Background

Michael Jonas. c/o Zedge, Inc., 1178 Broadway, 3rd Floor #1450, New York, NY 10001. Mr. Jonas is Executive Chairman and Chairman of the Board of Directors of the Company.

During the last five years, Mr. Jonas has not been convicted in a criminal proceeding. During the last five years, Mr. Jonas was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, nor a finding of any violation with respect to such laws. Mr. Jonas is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

The matters set forth in Item 4 of this Amendment are incorporated in this Item 3 by reference as if fully set forth herein.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On September 7, 2023, Mr. Jonas received 2,871 shares of Class B Common Stock upon the vesting of previously granted deferred stock units.

On September 12, 2023, Mr. Jonas received 46,632 shares of Class B Common Stock transferred from a trust, with such shares not previously beneficially owned by Mr. Jonas as the shares were controlled by an independent trustee.

On September 14, 2023, Mr. Jonas received 3,983 shares of Class B Common Stock transferred from a trust, with such shares not previously beneficially owned by Mr. Jonas as the shares were controlled by an independent trustee.

On February 8, 2024, Mr. Jonas received a grant of 116,208 restricted shares of Class B Common Stock that are scheduled to vest as follows: 38,736 on each of February 7, 2025, February 9, 2026, and February 8, 2027.

Item 5. Interest in Securities of the Issuer

Items 5(a) and (b) are hereby amended by deleting them in their entirety and substituting the following therefor:

As of the date hereof, Mr. Jonas beneficially owns 2,034,367 shares, which includes (i) 524,775 shares of Class A Common Stock (by virtue of the fact that they are convertible into shares of the Company’s Class B Common Stock on a one-for-one basis), and (ii) 1,509,592 shares of Class B Common Stock, including 116,208 unvested restricted shares (of which 38,736 shares are scheduled to vest on each of February 7, 2025, February 9, 2026, and February 8, 2027).

These 2,034,367 shares represent approximately 14.2% of the issued and outstanding shares and 58.3% of the combined voting power of the Company’s outstanding capital stock based on 524,775 shares of Class A common stock and 13,829,798 shares of Class B Common Stock issued and outstanding as of December 12, 2023, the date of the Company’s most recently filed Quarterly Report on Form 10-Q.

As used herein, the term “beneficially owns” shall be construed as defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

(c) Except as described herein, no transactions in the Class B Common Stock were effectuated by the Reporting Person during the 60 days prior to the date of this Amendment.

(d) Not applicable.

(e) Not applicable.

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

Not applicable.

Item 7. Material to be Filed as Exhibits

Not applicable.

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.

Dated: February 12, 2024

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