SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Support.com, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
86858W200
(CUSIP Number)
December 31, 2020
(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. 86858W200
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Richard Bloom | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship of Place of Organization
U.S. Citizen | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
1,147,393 | ||||
| 6. | Shared Voting Power
210,790 | |||||
| 7. | Sole Dispositive Power
1,147,393 | |||||
| 8. | Shared Dispositive Power
210,790 | |||||
| 9. |
Aggregate Amount Beneficially Owned by each Reporting Person
1,358,183 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
6.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
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CUSIP No. 86858W200
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Bloom Family Investments Limited Partnership | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship of Place of Organization
Nevada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
208,290 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
208,290 | |||||
| 9. |
Aggregate Amount Beneficially Owned by each Reporting Person
208,290 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
3
CUSIP No. 86858W200
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Bloom Family 2004 Irrevocable Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship of Place of Organization
New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
221,710 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
221,710 | |||||
| 9. |
Aggregate Amount Beneficially Owned by each Reporting Person
221,710 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
4
CUSIP No. 86858W200
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Bloom Family Management LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship of Place of Organization
Nevada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
210,790 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
210,790 | |||||
| 9. |
Aggregate Amount Beneficially Owned by each Reporting Person
210,790 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
5
CUSIP No. 86858W200
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Bloom Family 2004 GP Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship of Place of Organization
New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
210,790 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
210,790 | |||||
| 9. |
Aggregate Amount Beneficially Owned by each Reporting Person
210,790 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
6
ITEM 1:
(a) Name of Issuer: Support.com, Inc.
(b) Address of Issuer’s Principal Executive Offices:
1521 Concord Pike (US 202), Suite 301
Wilmington, DE 19803
ITEM 2:
(a) Name of Person Filing:
Richard Bloom
Bloom Family Investments Limited Partnership (“BFILP”)
Bloom Family Management LLC (“BFM”)
Bloom Family 2004 Irrevocable Trust (“BFIT”)
Bloom Family 2004 GP Trust (“BFGP” and collectively with Mr. Bloom, BFILP, BFM BFIT, the “Reporting Persons”)
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement, except to the extent of such Reporting Person’s pecuniary interest therein.
(b) Address of Principal Business Office or, if None, Residence:
The addresses of each of the Reporting Persons for purposes of this Schedule 13G:
Richard Bloom
c/o Support.com, Inc.
1521 Concord Pike (US 202), Suite 301
Wilmington, DE 19803
(c) Citizenship:
Richard Bloom is a U.S. citizen.
BFILP is a limited partnership formed under the laws of Nevada.
BFM is a limited liability company formed under the laws of Nevada.
BFIT is a trust formed under the laws of New York.
BFGP is a trust formed under the laws of New York.
(d) Title of Class of Securities:
Support.com, Inc. Common Stock, par value $0.0001 per share.
(e) CUSIP Number:
86858W200
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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)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations 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 §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________. | ||||
ITEM 4: OWNERSHIP.
(a) Amount beneficially owned:
Richard Bloom: 1,358,183 shares (includes shares which Mr. Bloom acquired or has a right to acquire within 60 days of December 31, 2020, pursuant to an equity compensation award granted to Mr. Bloom by the Issuer).
Bloom Family Investments Limited Partnership: 208,290 shares
Bloom Family 2004 Irrevocable Trust: 221,710 shares
Bloom Family Management LLC: 210,790 shares
Bloom Family 2004 GP Trust: 210,790 shares
(b) Percent of class:
Richard Bloom: 6.9%
Bloom Family Investments Limited Partnership: 1.1%
Bloom Family 2004 Irrevocable Trust: 1.1%
Bloom Family Management LLC: 1.1%
Bloom Family 2004 GP Trust: 1.1%
The Reporting Persons note that the calculation of beneficial ownership for purposes of this Schedule 13G is different than the calculation of ownership under the terms of the Issuer’s Section 382 Tax Benefits Preservation Plan dated as of August 21, 2019 (the “382 Plan”). For purposes of the 382 Plan, the Reporting Persons collectively own less than 4.99% as a result of the exclusion of shares owned by Mr. Bloom which he acquired or has a right to acquire pursuant to an equity compensation award granted to Mr. Bloom by the Issuer.
The percent of class (as of December 31, 2020) is based on a total number of shares outstanding of 19,490,000 shares, as reported in the financial statements of the Issuer’s Form 10-K filed on March 29, 2021, plus 300,000 shares issuable upon the exercise of options beneficially owned by the Reporting Person that were exercisable within 60 days following December 31, 2020 (for the avoidance of doubt, such amounts do not reflect any share issuances by the Issuer after December 31, 2020).
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(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: |
Richard Bloom: 1,147,393 shares
Bloom Family Investments Limited Partnership: 0 shares
Bloom Family 2004 Irrevocable Trust: 0 shares
Bloom Family Management LLC: 0 shares
Bloom Family 2004 GP Trust: 0 shares
| (ii) | Shared power to vote or to direct the vote: |
Richard Bloom: 210,790 shares
Bloom Family Investments Limited Partnership: 208,290 shares
Bloom Family 2004 Irrevocable Trust: 221,710 shares
Bloom Family Management LLC: 210,790 shares
Bloom Family 2004 GP Trust: 210,790 shares
| (iii) | Sole power to dispose or to direct the disposition of: |
Richard Bloom: 1,147,393 shares
Bloom Family Investments Limited Partnership: 0 shares
Bloom Family 2004 Irrevocable Trust: 0 shares
Bloom Family Management LLC: 0 shares
Bloom Family 2004 GP Trust: 0 shares
| (iv) | Shared power to dispose or to direct the disposition of: |
Richard Bloom: 210,790 shares
Bloom Family Investments Limited Partnership: 208,290 shares
Bloom Family 2004 Irrevocable Trust: 221,710 shares
Bloom Family Management LLC: 210,790 shares
Bloom Family 2004 GP Trust: 210,790 shares
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 had ceased to be the beneficial owner of more than 5 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.
Not applicable.
ITEM 9: NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10: CERTIFICATIONS.
Not applicable.
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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.
Dated: April 1, 2021
| RICHARD BLOOM | ||
| By: | /s/ Richard Bloom | |
| Richard Bloom | ||
| BLOOM FAMILY INVESTMENTS LIMITED PARTNERSHIP | ||
| By: | /s/ Richard Bloom | |
| Name: Richard Bloom | ||
| Title: Manager of Bloom Family Management, LLC | ||
| The General Partner of Bloom Family Investments Limited Partnership | ||
| BLOOM FAMILY 2004 IRREVOCABLE TRUST | ||
| By: | /s/ Kevin Neustadt | |
| Name: Kevin Neustadt | ||
| Title: Trustee | ||
| BLOOM FAMILY MANAGEMENT LLC | ||
| By: | /s/ Richard Bloom | |
| Name: Richard Bloom | ||
| Title: Manager | ||
| BLOOM FAMILY 2004 GP TRUST | ||
| By: | /s/ Evan Gettenberg | |
| Name: Evan Gettenberg | ||
| Title: Trustee | ||
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Exhibit A
Joint Filing Agreement
The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.0001 per share, of Support.com, Inc., dated as of April 1, 2021, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: April 1, 2021
| RICHARD BLOOM | ||
| By: | /s/ Richard Bloom | |
| Richard Bloom | ||
| BLOOM FAMILY INVESTMENTS LIMITED PARTNERSHIP | ||
| By: | /s/ Richard Bloom | |
| Name: Richard Bloom | ||
| Title: Manager of Bloom Family Management, LLC | ||
| The General Partner of Bloom Family Investments Limited Partnership | ||
| BLOOM FAMILY 2004 IRREVOCABLE TRUST | ||
| By: | /s/ Kevin Neustadt | |
| Name: Kevin Neustadt | ||
| Title: Trustee | ||
| BLOOM FAMILY MANAGEMENT LLC | ||
| By: | /s/ Richard Bloom | |
| Name: Richard Bloom | ||
| Title: Manager | ||
| BLOOM FAMILY 2004 GP TRUST | ||
| By: | /s/ Evan Gettenberg | |
| Name: Evan Gettenberg | ||
| Title: Trustee | ||
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