SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Research Frontiers Incorporated
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
760911107
(CUSIP Number of Class of Securities)
Ryan J. York
Accretive Legal, PLLC
23515 NE Novelty Hill Rd., STE B221-334
Redmond, WA 98053
(425) 786-9256
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 9, 2021
(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 disclosures provided in a prior cover page. |
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 13G
CUSIP No. 760911107
| 1 |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Kevin Douglas | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole Voting Power
-0- | ||||
| 6 | Shared Voting Power
1,232,448 (1) | |||||
| 7 | Sole Dispositive Power
-0- | |||||
| 8 | Shared Dispositive Power
1,540,569 (1)(2) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,540,569 (1)(2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.8% (1)(2)(3) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold 380,650 shares and warrants to purchase up to 81,522 shares exercisable within 60 days, jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust which holds 634,407 shares and warrants to purchase up to 135,869 shares exercisable within 60 days. |
| (2) | Kevin Douglas also has dispositive power with respect to 253,773 shares and warrants to purchase up to 54,348 shares exercisable within 60 days, held by the Douglas Family Trust. |
| (3) | Based on 31,650,396 shares of the Issuer’s common stock outstanding as of March 11, 2021, as reported on the Issuer’s 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021. |
Page 2 of 9
SCHEDULE 13G
CUSIP No. 760911107
| 1 |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Michelle Douglas | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole Voting Power
-0- | ||||
| 6 | Shared Voting Power
1,232,448 (1) | |||||
| 7 | Sole Dispositive Power
-0- | |||||
| 8 | Shared Dispositive Power
1,232,448 (1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,232,448 (1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
3.9 % (1)(2) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Kevin Douglas and his wife, Michelle Douglas, hold 380,650 shares and warrants to purchase up to 81,522 shares exercisable within 60 days, jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust which holds 634,407 shares and warrants to purchase up to 135,869 shares exercisable within 60 days. |
| (2) | Based on 31,650,396 shares of the Issuer’s common stock outstanding as of March 11, 2021, as reported on the Issuer’s 10-K for the year ended December 31, 2020, filed with the SEC March 11, 2021. |
Page 3 of 9
SCHEDULE 13G
CUSIP No. 760911107
| 1 |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
K&M Douglas Trust (1) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole Voting Power
-0- | ||||
| 6 | Shared Voting Power
462,172 (2) | |||||
| 7 | Sole Dispositive Power
-0- | |||||
| 8 | Shared Dispositive Power
462,172 (2) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
462,172 (2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
1.5% (2)(3) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | Kevin and Michelle Douglas, husband and wife, are beneficiaries and co-trustees. |
| (2) | Includes 380,650 shares and warrants to purchase up to 81,522 shares exercisable within 60 days. |
| (3) | Based on 31,650,396 shares of the Issuer’s common stock outstanding as of March 11, 2021, as reported on the Issuer’s 10-K for the year ended December 31, 2020, filed with the SEC March 11, 2021. |
Page 4 of 9
SCHEDULE 13G
CUSIP No. 760911107
| 1 |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Douglas Family Trust (1) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole Voting Power
308,121 (2) | ||||
| 6 | Shared Voting Power
-0- | |||||
| 7 | Sole Dispositive Power
-0- | |||||
| 8 | Shared Dispositive Power
308,121 (2)(3) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
308,121 (2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
* (4) | |||||
| 12 | Type of Reporting Person
OO | |||||
| * | Less than one percent. |
| (1) | Jean A Douglas is the trustee. |
| (2) | Includes 253,773 shares and warrants to purchase up to 54,348 shares exercisable within 60 days. |
| (3) | Kevin Douglas also has dispositive power with respect to the securities held by the Douglas Family Trust. |
| (4) | Based on 31,650,396 shares of the Issuer’s common stock outstanding as of March 11, 2021, as reported on the Issuer’s 10-K for the year ended December 31, 2020, filed with the SEC March 11, 2021. |
Page 5 of 9
SCHEDULE 13G
CUSIP No. 760911107
| 1 |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole Voting Power
770,276 (2) | ||||
| 6 | Shared Voting Power
-0- | |||||
| 7 | Sole Dispositive Power
770,276 (2) | |||||
| 8 | Shared Dispositive Power
-0- | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
770,276 (2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
2.4% (3) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees. |
| (2) | Includes 634,407 shares and warrants to purchase up to 135,869 shares exercisable within 60 days. |
| (3) | Based on 31,650,396 shares of the Issuer’s common stock outstanding as of March 11, 2021, as reported on the Issuer’s 10-K for the year ended December 31, 2020, filed with the SEC March 11, 2021. |
Page 6 of 9
Item 1.
| (a) | Name of Issuer: |
Research Frontiers Incorporated
| (b) | Address of Issuer’s Principal Executive Offices: |
240 Crossways Park Drive
Woodbury, New York
11797
Item 2.
| (1)(a) | NAME OF PERSONS FILING: |
Kevin Douglas
Michelle Douglas
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
125 E. Sir Francis Drake Blvd., Ste 400
Larkspur, CA 94939
| (c) | CITIZENSHIP: |
United States
| (d) | TITLE OF CLASS OF SECURITIES: |
Common Stock, $0.0001 par value
| (e) | CUSIP NUMBER: |
760911107
| (2)(a) | NAME OF PERSONS FILING: |
K&M Douglas Trust
Douglas Family Trust
James Douglas and Jean Douglas Irrevocable Descendants’ Trust
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
125 E. Sir Francis Drake Blvd., Ste 400
Larkspur, CA 94939
| (c) | CITIZENSHIP: |
California
| (d) | TITLE OF CLASS OF SECURITIES: |
Common Stock, $0.0001 par value
| (e) | CUSIP NUMBER: |
760911107
Page 7 of 9
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 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 §240.13d-1(b)(1)(ii)(E); | ||
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) |
☐ |
A parent holding company or control person in accordance with §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) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||
Not Applicable.
Page 8 of 9
| Item 4. | Ownership |
Reference is made as to each of the Reporting Persons hereunder to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G and associated footnotes, which are incorporated by reference herein.
Each of the Reporting Persons hereunder may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons hereunder. Although the Reporting Persons are reporting such securities as if they were members of a “group,” the filing of this Schedule 13G shall not be construed as an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Item 4 of this Schedule 13G and the Joint Filing Agreement attached hereto as Exhibit A.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Page 9 of 9
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.
| Date: March 15, 2021 | * Kevin Douglas | |||||
| KEVIN DOUGLAS | ||||||
| Date: March 15, 2021 | * Michelle Douglas | |||||
| MICHELLE DOUGLAS | ||||||
| K&M DOUGLAS TRUST | ||||||
| Date: March 15, 2021 | * Kevin Douglas | |||||
| By: | Kevin Douglas | |||||
| Title: | Trustee | |||||
| Date: March 15, 2021 | * Michelle Douglas | |||||
| By: | Michelle Douglas | |||||
| Title: | Trustee | |||||
| DOUGLAS FAMILY TRUST | ||||||
| Date: March 15, 2021 | * Jean A. Douglas | |||||
| By: | Jean A. Douglas | |||||
| Title: | Trustee | |||||
| JAMES DOUGLAS AND JEAN DOUGLAS | ||||||
| IRREVOCABLE DESCENDANTS’ TRUST | ||||||
| Date: March 15, 2021 | * Kevin Douglas | |||||
| By: | Kevin Douglas | |||||
| Title: | Trustee | |||||
| Date: March 15, 2021 | * Michelle Douglas | |||||
| By: | Michelle Douglas | |||||
| Title: | Trustee | |||||
| *By: | /s/ Eileen Wheatman | |
| Eileen Wheatman | ||
| Attorney-in-fact |