SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(b)
(Amendment No.)*
|
Lomond Therapeutics Holdings, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, $0.0001 par value
|
|
(Title of Class of Securities)
|
|
54173L101
|
|
(CUSIP Number)
|
|
November 1, 2024
|
|
(Date of Event Which Requires Filing of This Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☒
|
Rule 13d-1(b)
|
|
☐
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
|
CUSIP No. 54173L101
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
American Financial Group, Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America - Ohio
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,722,222
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,722,222
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,722,222
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
6.33% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
(1) Percentage calculated based on 27,198,214 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on November 7, 2024.
2
|
CUSIP No. 54173L101
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
John B. Berding
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
411,111
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
411,111
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
411,111
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.51% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Percentage calculated based on 27,198,214 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on November 7, 2024.
3
|
CUSIP No. 54173L101
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
S. Craig Lindner
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America - Ohio
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.60% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Percentage calculated based on 27,198,214 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on November 7, 2024.
4
| Item 1(a) |
| Item 1(b) |
Address of Issuer’s Principal Executive Office: 8 The Green Ste 8490, Dover, Delaware 19901
|
| Item 2(a) |
Name of Person Filing: American Financial Group, Inc. (“AFG”), S. Craig Lindner and John B. Berding (each a “Reporting Party”)
|
| Item 2(b) |
Address of Principal Business Office: Each Reporting Party’s principal business office address is Great American Insurance Group Tower, 301 East
Fourth Street, Cincinnati, Ohio 45202
|
| Item 2(c) |
Citizenship: U.S.A. – Ohio
|
| Item 2(d) |
Title of Class of Securities: Common stock, $0.0001 par value
|
| Item 2(e) |
CUSIP Number: 54173L101
|
| Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b), check whether the Person Filing is a: (g) a parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
|
| Item 4 |
Ownership:
|
| (a) |
See Item 9 of page 2, 3 and 4.
|
| (b) |
See Item 11 of page 2, 3 and 4.
|
| (c) |
See Items 5-8 of page 2, 3 and 4.
|
AFG may be deemed to be the beneficial owner of 1,722,222 shares of Common Stock of the Issuer held by AFG’s wholly-owned subsidiary, Great American Insurance Company. Also disclosed herein are (i) 436,111 shares that may be deemed to be
beneficially owned by S. Craig Lindner, who serves as Co-Chief Executive Officer and a director of AFG, by and through members of his family and trusts for their benefit; and (ii) 411,111 shares that may be deemed to be beneficially owned by John
B. Berding, who serves as President and a director of AFG, by and through members of his family and trusts for their benefit. Each Reporting Party expressly disclaims (a) membership in a “group” for purposes of this Schedule 13G; (b) beneficial
ownership of any of the other Reporting Parties’ shares of Common Stock disclosed herein; and (c) beneficial ownership of the shares of Common Stock except to the extent of that Reporting Party’s pecuniary interest therein.
| Item 5 |
Ownership of 5% or Less of a Class: N/A
|
5
| Item 6 |
Ownership of More Than 5% on Behalf of Another Person: N/A
|
| Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company: Great American Insurance Company (IC-Ohio) is a wholly-owned
subsidiary of AFG.
|
| Item 8 |
Identification and Classification of Members of the Group: N/A
|
| Item 9 |
Notice of Dissolution of Group: N/A
|
| Item 10 |
Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
|
6
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.
|
November 8, 2024
|
American Financial Group, Inc.
|
|
|
Name:
|
/s/ Joseph C. Alter
|
|
Name:
|
Joseph C. Alter
|
|
|
Title:
|
Vice President and Secretary
|
|
|
/s/ S. Craig Lindner
|
||
|
S. Craig Lindner
|
||
|
/s/ John B. Berding
|
||
|
John B. Berding
|
||
7