If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
CUSIP No. 200497204
1
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Names of Reporting Persons
Richard Hermanns
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
United States
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Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person With
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7
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Sole Voting Power
5,647,050
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
5,647,050
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,647,050
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12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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☐
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13
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Percent of Class Represented by Amount in Row (11)
39.0% (1)
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14
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Type of Reporting Person
IN
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(1)
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Calculated based on 14,466,667 shares of common stock of the Issuer outstanding as of July 15, 2019, as the sum of (a) 4,629,331
shares outstanding prior to the Merger described below (as reported in the Issuer’s Definitive Proxy Statement on Schedule
14A filed with the SEC on June 18, 2019) and (b) 9,837,336 shares issued in connection with the Merger described below (as reported
in the Issuer’s Current Report on Form 8-K filed with the SEC on July 17, 2019), but not taking into account the results
of the Tender Offer described below, which is scheduled to expire on July 25, 2019. Following completion of the Tender Offer, and
assuming the Tender Offer is fully subscribed, the percentage ownership of the Issuer’s shares beneficially owned by Mr.
Hermanns would increase to 43.6%.
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CUSIP No. 200497204
1
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Names of Reporting Persons
Command Florida, LLC, as successor by merger to Hire
Quest Holdings, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
Not applicable
|
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
Florida
|
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Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person With
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7
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Sole Voting Power
0
|
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8
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Shared Voting Power
0
|
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9
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Sole Dispositive Power
0
|
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10
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Shared Dispositive Power
0
|
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
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12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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☐
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13
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Percent of Class Represented by Amount in Row (11)
0.0%
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14
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 200497204
1
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Names of Reporting Persons
John McAnnar
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2
|
Check the Appropriate Box if a Member of a Group
|
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
Not applicable
|
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
United States
|
|
Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person With
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7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
0
|
|
9
|
Sole Dispositive Power
0
|
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10
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Shared Dispositive Power
0
|
|
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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☐
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13
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Percent of Class Represented by Amount in Row (11)
0.0%
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14
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Type of Reporting Person
IN
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EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”)
to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons (as defined below) on April 18, 2019 (the
“Schedule 13D”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 13D.
This Amendment is intended to reflect (1) with respect to Richard Hermanns, John McAnnar and Command Florida, LLC, as successor
by merger to Hire Quest Holdings, LLC, the expiration of the Voting Agreements in accordance with their respective terms on July
15, 2019, and (2) with respect to Richard Hermanns, the acquisition of shares of common stock, $0.001 par value per share (the
“Shares”), of Command Center, Inc., a Washington corporation (the “Issuer”) in accordance with the terms
of the Merger Agreement.
Item 1. Security and Issuer
This Amendment relates
to Shares of the Issuer. The address of the principal executive offices of the Issuer is 3609 S. Wadsworth Blvd., Suite 250, Lakewood,
Colorado 80235.
Item 2. Identity and Background
This Amendment is being
filed by Richard Hermanns, the President and Chief Executive Officer of the Issuer, Command Florida, LLC, as successor by merger
to Hire Quest Holdings, LLC, a Florida limited liability company (“Hire Quest”) and John McAnnar, the Vice President,
General Counsel and Secretary of the Issuer (collectively, the “Reporting Persons”). Hire Quest provides back-office
support to temporary staffing companies. The business address of the Reporting Persons is 111 Springhall Drive, Goose Creek, South
Carolina 29445.
During the last five
years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Hire Quest is a Florida
limited liability company. Messrs. Hermanns and McAnnar are United States citizens.
Item 3. Source and Amount of Funds
or Other Consideration
The 5,647,050 Shares
beneficially owned by Mr. Hermanns were issued to him in exchange for his membership interests in Hire Quest pursuant to the Agreement
and Plan of Merger dated April 8, 2019 (the “Merger Agreement”) among the Issuer, Hire Quest and the other parties
thereto, pursuant to which Hire Quest became a wholly-owned subsidiary of the Issuer.
Item
4. Purpose of Transaction
Pursuant to the Merger
Agreement, upon the closing of the merger contemplated therein (the “Merger”), all membership interests in Hire Quest
were converted into the right to receive an aggregate of 9,837,336 Shares of the Issuer. At the closing of the Merger on July 15,
2019 (the “Closing”), the Merger was consummated and Mr. Hermanns was issued 5,647,050 Shares in exchange for his membership
interests in Hire Quest. On that same date, Mr. Hermanns was appointed as President and Chief Executive Officer of the Issuer and
as a member of the Issuer’s board of directors.
In connection with
the Merger, the Issuer commenced an issuer tender offer to purchase up to 1,500,000 shares of its common stock at a share price
of $6.00 per share (the “Tender Offer”). Following completion of the Tender Offer, and assuming the Tender Offer is
fully subscribed, the percentage of the Shares beneficially owned by Mr. Hermanns would be 43.6%.
The foregoing description
of the Merger Agreement does not purport to be complete. References to the Merger Agreement throughout this Amendment are qualified
in their entirety by reference to the Merger Agreement, which is incorporated by reference as specified below.
In accordance with
the terms of the Voting Agreements, such Voting Agreements expired at the Closing and the Shares shown as beneficially held by
the Reporting Persons on the Schedule 13D are no longer deemed beneficially held by such persons as of immediately following the
Closing.
The foregoing description
of the Voting Agreements does not purport to be complete. References to the Voting Agreements throughout this Amendment are qualified
in their entirety by reference to the form of Voting Agreement, which is incorporated by reference as specified below.
Item 5. Interest in Securities of
the Issuer
(a) and (b) Mr.
Hermanns beneficially owns and has sole voting and dispositive power with respect to 5,647,050 Shares, representing 39.0% of the
outstanding Shares. Following completion of the Tender Offer, and assuming the Tender Offer is fully subscribed, the percentage
of the Shares beneficially owned by Mr. Hermanns would be 43.6%. Hire Quest and Mr. McAnnar beneficially own no Shares as of the
date hereof, nor are they deemed to beneficially own any Shares.
(c) Other
than as described in this Amendment, none of the Reporting Persons have effected any transaction in Shares during the past 60 days.
(d) To
the knowledge of Mr. Hermanns, no person has the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares beneficially owned by Mr. Hermanns.
(e) As
a result of the expiration of the Voting Agreements, both Hire Quest and Mr. McAnnar ceased to be the beneficial owners of more
than five percent of the outstanding Shares as of the Closing Date.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer
Pursuant to the Merger
Agreement, the Issuer was obligated to appoint four directors selected by Hire Quest to its board of directors, which included
Mr. Hermanns, and three of the Issuer’s directors prior to the Merger remained on the board of directors following the Closing
(the “Company Directors”). The Merger Agreement provides that, of the Company Directors, one will remain on the Board
until the 2022 annual shareholder meeting, the second will remain on the Board until the 2021 annual shareholder meeting, and the
third will remain on the Board until the 2020 annual shareholder meeting. The other information required to be disclosed in this
Item is incorporated by reference to Items 4 and 5 of this Amendment.
Item 7. Material to be Filed as Exhibits
Exhibit 2
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Agreement and Plan of Merger, dated as of April 8, 2019, by and among Command Center, Inc., Hire Quest Holdings, LLC, CCNI One, Inc., Command Florida, LLC and Richard Hermanns, incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on April 9, 2019.
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SIGNATURES
After reasonable inquiry and to the best
of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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/s/ Richard Hermanns
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Richard Hermanns
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COMMAND FLORIDA, LLC
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By:
/s/ Richard Hermanns
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Name: Richard Hermanns
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Title: President and Chief Executive Officer
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/s/ John McAnnar
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John McAnnar
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