Amended Statement of Beneficial Ownership (sc 13d/a)
27 Mayo 2021 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
Unico American Corporation
(Name
of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
904607108
(CUSIP Number)
Gregory M.
Share
Ambina Partners
LLC
19 West Putnam Ave., 2nd Floor
Greenwich, Connecticut 06830
(203) 302-1941
RYAN NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 25, 2021
(Date of Event Which Requires
Filing of This Statement)
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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).
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1
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NAME OF REPORTING PERSON
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Ambina Unico 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) ☐
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(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
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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586,752
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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586,752
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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586,752
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12
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CHECK BOX 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)
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11.1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Ambina Partners 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) ☐
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(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
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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586,752
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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586,752
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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586,752
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12
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CHECK BOX 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)
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11.1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Gregory M. Share
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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|
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REPORTING
|
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586,752
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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586,752
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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586,752
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|
12
|
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CHECK BOX 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)
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11.1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2(b) is hereby amended
and restated to read as follows:
The address of the principal
office of each Reporting Person is 19 West Putnam Avenue, 2nd Floor, Greenwich, Connecticut 06830.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The Shares beneficially owned by Ambina Unico were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 586,752 Shares beneficially owned by
Ambina Unico is approximately $3,536,098, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) and (c) are hereby
amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 5,304,885 Shares outstanding as of May 17, 2021,
which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on May 17, 2021.
As of the date hereof, Ambina
Unico beneficially owned 586,752 Shares, constituting approximately 11.1% of the Shares outstanding.
Ambina Partners, as the manager
of Ambina Unico, may be deemed to beneficially own the 586,752 Shares owned by Ambina Unico, constituting approximately 11.1% of the Shares
outstanding. Mr. Share, as the manager of Ambina Partners, may be deemed to beneficially own the 586,752 Shares owned by Ambina Unico,
constituting approximately 11.1% of the Shares outstanding.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c) The
transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. Such transactions were effected in the open market except as otherwise noted.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: May 27, 2021
|
Ambina Unico Holdings LLC
|
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|
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By:
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Ambina Partners LLC
Manager
|
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By:
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/s/ Gregory M. Share
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Name:
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Gregory M. Share
|
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Title:
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Manager
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Ambina Partners LLC
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By:
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/s/ Gregory M. Share
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Name:
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Gregory M. Share
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Title:
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Manager
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/s/ Gregory M. Share
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Gregory M. Share
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SCHEDULE A
Transactions in the Securities of the
Issuer During the Past Sixty Days
Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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Ambina
Unico holdings llc
Sale of Common Stock
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(48,709)
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4.5372(1)
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05/21/2021
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Sale of Common Stock
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(631)
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4.5000
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05/24/2021
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Sale of Common Stock
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(8,041)
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4.5000
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05/25/2021
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(1) The price reported is a weighted average price. The Shares
were sold in multiple transactions at prices ranging from $4.5000 to $4.9100. The Reporting Persons undertake to provide to the Issuer,
any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the
number of Shares sold at each separate price within the range set forth in this footnote.
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