SEC Form SC 13G/A filed by Loop Media Inc. (Amendment)
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
CUSIP No. 54352F206
|
Schedule 13G/A
|
Page 2 of 6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Running Wind, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Tennessee
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
3,878,989(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,878,989(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,878,989(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.9%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
oo
|
|
|
|||
|
|
(1) |
Reflects the following: (i) the cash payment in full of Issuer’s convertible promissory note to the reporting person on May 9, 2022, (ii) the one-for-three reverse stock split of the Issuer’s Common Stock,
par value $0.0001 per share (the “Common Stock”) made effective September 20, 2022, and (iii) the automatic cashless exercise of warrants in connection with the Issuer’s public offering on September 26, 2022.
|
CUSIP No. 54352F206
|
Schedule 13G/A
|
Page 3 of 6
|
Item 1.
|
(a)
|
Name of Issuer:
|
|
LOOP MEDIA, INC.
|
|||
(b)
|
Address of Issuer’s Principal Executive Offices:
|
||
700 N. Central Ave., Suite 430, Glendale, CA 91203A
|
Item 2.
|
(a)
|
Name of Person Filing:
|
|
Running Wind, LLC
|
|||
(b)
|
Address of Principal Business Office, or if None, Residence:
|
||
1879 Hazelton Drive, Germantown, Tennessee 38138
|
|||
(c)
|
Citizenship:
|
||
Tennessee.
|
|||
(d)
|
Title of Class of Securities:
|
||
Common Stock
|
|||
(e)
|
CUSIP Number:
|
||
54352F206
|
CUSIP No. 54352F206
|
Schedule 13G/A
|
Page 4 of 6
|
Item 3.
|
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a) ☐
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
(b) ☐
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c) ☐
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d) ☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e) ☐
|
An investment adviser in accordance with Sections 240.13d-1(b)(1)(ii)(E);
|
|
(f) ☐
|
An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
|
|
(g) ☐
|
A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
|
|
(h) ☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i) ☐
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j) ☐
|
A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);
|
|
(k) ☐
|
Group, in accordance with sections 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with sections 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not Applicable
|
|
This Item 3 is not applicable. Filed pursuant to Rule 13d-1(c).
|
CUSIP No. 54352F206
|
Schedule 13G/A
|
Page 5 of 6
|
Item 4.
|
Ownership.
|
||
(a)
|
Amount beneficially owned:
|
||
See the response to Item 9 on the attached cover page. (2)
|
|||
(b)
|
Percent of Class:
|
||
See the response to Item 11 on the attached cover page. (2)
|
|||
(c)
|
Number of shares as to which such person has:
|
||
(i)
|
Sole power to vote or to direct the vote:
|
||
See the response to Item 5 on the attached cover page. (2)
|
|||
(ii)
|
Shared power to vote or to direct the vote:
|
||
See the response to Item 6 on the attached cover page.
|
|||
(iii)
|
Sole power to dispose or to direct the disposition of:
|
||
See the response to Item 7 on the attached cover page. (2)
|
|||
(iv)
|
Shared power to dispose or to direct the disposition of:
|
||
See the response to Item 8 on the attached cover page.
|
Number and Percentage
of Shares Beneficially Owned
|
Date
|
|
22,678,243/10.9%
|
|
February 15, 2020
|
15,237,579/12.6%
|
|
February 14, 2021
|
14,425,687/10.5%
|
|
February 14, 2022
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
CUSIP No. 54352F206
|
Schedule 13G/A
|
Page 6 of 6
|
Dated: February 23, 2023
|
Running Wind, LLC,
a Tennessee limited liability company
|
/s/ Allen D. Berry, III
|
|
Allen D. Berry, III,
Managing Member
|