UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
| SG Blocks, Inc. |
(Name of Issuer)
Common Stock, par value $0.01 per share |
(Title of Class of Securities)
78418A505 |
(CUSIP Number)
March 24, 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 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).
| CUSIP No . | 78418A505 |
| 1 | NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS 81-115099 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois |
|||
NUMBER
OF BENEFICIALLY EACH PERSON |
5 | SOLE VOTING POWER 0 |
||
| 6 | SHARED VOTING POWER 354,933 |
|||
| 7 | SOLE DISPOSITIVE POWER 0 |
|||
| 8 | SHARED DISPOSITIVE POWER 354,933 |
|||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,933 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.13% |
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| 12 | TYPE OF REPORTING PERSON IA |
|||
| CUSIP No . | 78418A505 |
| 1 | NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS 20-5956612 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|||
NUMBER
OF BENEFICIALLY EACH PERSON |
5 | SOLE VOTING POWER 0 |
||
| 6 | SHARED VOTING POWER 354,933 |
|||
| 7 | SOLE DISPOSITIVE POWER 0 |
|||
| 8 | SHARED DISPOSITIVE POWER 354,933 |
|||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,933 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.13% |
|||
| 12 | TYPE OF REPORTING PERSON PN |
|||
| CUSIP No . | 78418A505 |
| 1 | NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS 36-3991567 |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|||
NUMBER
OF BENEFICIALLY EACH PERSON |
5 | SOLE VOTING POWER 0 |
||
| 6 | SHARED VOTING POWER 354,933 |
|||
| 7 | SOLE DISPOSITIVE POWER 0 |
|||
| 8 | SHARED DISPOSITIVE POWER 354,933 |
|||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,933 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.13% |
|||
| 12 | TYPE OF REPORTING PERSON HC |
|||
| CUSIP No . | 78418A505 |
| 1 | NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
|
|||
| 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 BENEFICIALLY EACH PERSON |
5 | SOLE VOTING POWER 0 |
||
| 6 | SHARED VOTING POWER 354,933 |
|||
| 7 | SOLE DISPOSITIVE POWER 0 |
|||
| 8 | SHARED DISPOSITIVE POWER 354,933 |
|||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,933 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.13% |
|||
| 12 | TYPE OF REPORTING PERSON IN |
|||
| CUSIP No . | 78418A505 |
| Item 1(a). | Name of Issuer: | |||
| SG Blocks, Inc. (the “Issuer”) | ||||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |||
| 17 State Street, 19th Floor, New York, NY 10004 | ||||
| Item 2(a). | Name of Person Filing: | |||
This Schedule 13G is being jointly filed by the following: Intrinsic Edge Capital Management, LLC (the “Manager”) Intrinsic Holdings, LLC (the “General Partner”) Intrinsic Edge Capture, L.P. (the “Fund”) Mark D. Coe (“Mr. Coe”)
|
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The Fund previously reported that it was the direct holder and beneficial owner of 476,912 shares of common stock of the Issuer (the "Shares") on the Schedule 13G filed by it on January 21, 2021. As of March 24, 2021, the Fund is the direct holder and the beneficial owner of 354,933 Shares. The General Partner may be deemed to be a beneficial owner of these Shares because it is the sole general partner of the Fund. The Manager may be deemed to be a beneficial owner of these Shares because it acts as the investment manager of the Fund. Mr. Coe may also deemed to be the beneficial owner of these Shares because he controls the Manager in his position as the managing member and majority owner of the Manager.
This Schedule 13G/A is being filed by the Fund, the General Partner, the Manager and Mr. Coe with respect to these Shares pursuant to Rule 13d-1(c) under the Act, and is being filed to report the decrease in beneficial ownership of the Shares by the Fund, the General Partner, the Manager and Mr. Coe. This Schedule 13G/A amends the Schedule 13G previously filed by them on January 21, 2021, and constitutes an exit filing for the Fund, the General Partner, the Manager and Mr. Coe because they ceased to hold 5% of the Issuer's outstanding Shares as of March 24, 2021.
Each of the Fund, the General Partner, the Manager and Mr. Coe is, or may be deemed to be, as applicable, the beneficial owner of the total amount of Shares set forth across from its or his respective name in Item 4 below. The filing of this Schedule 13G/A shall not be construed as an admission that the reporting persons or any of their affiliates are the beneficial owner of any securities covered by this Schedule 13G/A for any other purposes other than Section 13(d) of the Act. |
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| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |||
Each of the reporting persons identified in Item 2(a) has its principal business office at: 180 North LaSalle Street, Suite 1800, Chicago, IL 60601 |
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| Item 2(c). | Citizenship: | |||
Intrinsic Edge Capital Management, LLC – an Illinois limited liability company Intrinsic Edge Capture, L.P. – a Delaware limited partnership Intrinsic Holdings, LLC – a Delaware limited liability company Mark D. Coe – United States citizen |
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| Item 2(d). | Title of Class of Securities: | |||
| Common Stock, $0.01 par value | ||||
| Item 2(e). | CUSIP Number: 78418A505 | |||
| Item 3. | If This Statement is Filed Pursuant to §§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 §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)(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 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| CUSIP No . | 78418A505 | |||||
| Item 4. | Ownership. | |||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||||
| (a) | Amount beneficially owned: | |||||
Intrinsic Edge Capital Management, LLC – 354,933 Intrinsic Edge Capture, L.P. – 354,933 Intrinsic Holdings, LLC – 354,933 Mark D. Coe – 354,933 | ||||||
| (b) | Percent of class:1 | |||||
Intrinsic Edge Capital Management, LLC –4.13% Intrinsic Edge Capture, L.P. – 4.13% Intrinsic Holdings, LLC –4.13% Mark D. Coe – 4.13% | ||||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | Sole power to vote or to direct the vote | |||||
Intrinsic Edge Capital Management, LLC - 0 Intrinsic Edge Capture, L.P. – 0 Intrinsic Holdings, LLC – 0 Mark D. Coe – 0 | ||||||
| (ii) | Shared power to vote or to direct the vote | |||||
Intrinsic Edge Capital Management, LLC – 354,933 Intrinsic Edge Capture, L.P. – 354,933 Intrinsic Holdings, LLC – 354,933 Mark D. Coe – 354,9332 | ||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||
Intrinsic Edge Capital Management, LLC - 0 Intrinsic Edge Capture, L.P. – 0 Intrinsic Holdings, LLC – 0 Mark D. Coe – 0 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||
Intrinsic Edge Capital Management, LLC – 354,933 Intrinsic Edge Capture, L.P. – 354,933 Intrinsic Holdings, LLC – 354,933 Mark D. Coe – 354,933 | ||||||
1 Percentage calculated in each case based on 8,596,189 aggregate Shares issued and outstanding as of November 10, 2020 as reported in the Form 10-Q filed by the Issuer on November 19, 2020.
| CUSIP No . | 78418A505 |
| 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 or Control Person. Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group. Not applicable | ||
| Item 9. | Notice of Dissolution of Group. Not applicable | ||
| CUSIP No . | 78418A505 |
| 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
| INTRINSIC EDGE CAPITAL MANAGEMENT, LLC | |||
| Date: | March 31, 2021 | ||
| By: | /s/ Mark D. Coe | ||
| Name: | Mark D. Coe | ||
| Title: | Managing Member | ||
| INTRINSIC EDGE CAPTURE, L.P. | |||
| Date: | March 31, 2021 | ||
| By: | Intrinsic Holdings, LLC, General Partner | ||
| By: | /s/ Mark D. Coe | ||
| Name: | Mark D. Coe | ||
| Title: | Managing Member | ||
| INTRINSIC HOLDINGS, LLC | |||
| Date: | March 31, 2021 | ||
| By: | /s/ Mark D. Coe | ||
| Name: | Mark D. Coe | ||
| Title: | Managing Member | ||
| /s/ Mark D. Coe | |||
| Name: | Mark D. Coe | ||
| Date: | March 31, 2021 |
| CUSIP No . | 78418A505 |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that the statement on Schedule 13G/A with respect to the common stock of SG Blocks, Inc., dated as of March 31, 2021, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| INTRINSIC EDGE CAPITAL MANAGEMENT, LLC | |||
| Date: | March 31, 2021 | ||
| By: | /s/ Mark D. Coe | ||
| Name: | Mark D. Coe | ||
| Title: | Managing Member | ||
| INTRINSIC EDGE CAPTURE, L.P. | |||
| Date: | March 31, 2021 | ||
| By: | Intrinsic Holdings, LLC, General Partner | ||
| By: | /s/ Mark D. Coe | ||
| Name: | Mark D. Coe | ||
| Title: | Managing Member | ||
| INTRINSIC HOLDINGS, LLC | |||
| Date: | March 31, 2021 | ||
| By: | /s/ Mark D. Coe | ||
| Name: | Mark D. Coe | ||
| Title: | Managing Member | ||
| /s/ Mark D. Coe | |||
| Name: | Mark D. Coe | ||
| Date: | March 31, 2021 |